CUMULUS MEDIA: Earns $1.3 Million in 2006 Third QuarterDANA CORP: Posts $356 Million Net Loss in Third Quarter of 2006DAVITA INC: Moody's Holds Corporate Family Rating at B1DEAN FOODS: Earns $70.8 Million in Quarter Ended September 30DELL INC: Announcing Prelim Third Quarter Results by Month's End

ACXIOM CORP: Earns $21.7 Million in Quarter Ended September 30--------------------------------------------------------------Acxiom Corporation has filed its second quarter financialstatements for the three months ended Sept. 30, 2006, with theSecurities and Exchange Commission.

For the three months ended Sept. 30, 2006, the Company reported$21.7 million of net income on $348.3 million of net revenues,compared to $7.1 million of net income on $330.5 million of netrevenues from the same period in 2005.

The Company's working capital at Sept. 30, 2006, totaled$63.9 million, compared to a working capital deficit of$41.1 million at March 31, 2006. Total current assets increased$91.1 million primarily due to invested cash resulting from theborrowings under the new credit agreement.

On Sept. 15, 2006, the Company borrowed the entire amount of theterm loan. The term loan is payable in quarterly principalinstallments of $1.5 million through September 2011, followed byquarterly principal installments of $150.0 million through June2012, followed by a final installment of $120 million due Sept.15, 2012. The term loan also allows prepayments before maturity.Revolving loan commitments and all borrowings of revolving loansmature on Sept. 15, 2011. The credit agreement is secured by theaccounts receivable of Acxiom and its domestic subsidiaries, aswell as by the outstanding stock of certain Acxiom subsidiaries.At Sept. 30, 2006 there were no revolving credit borrowingsoutstanding and the Company had $200 million available under thenew credit agreement.

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)-- http://www.acxiom.com/-- integrates data, services and technology to create and deliver customer and informationmanagement solutions for many of the largest, most respectedcompanies in the world. The core components of Acxiom's solutionsare Customer Data Integration technology, data, database services,IT outsourcing, consulting and analytics, and privacy leadership.Founded in 1969, Acxiom has locations throughout the UnitedStates, Europe, Australia and China.

* * *

As reported in the Troubled Company Reporter on Sept. 7, 2006,Standard & Poor's Ratings Services assigned its loan and recoveryratings to Little Rock, Arkansas-based Acxiom Corp.'s proposed$800 million secured first-lien financing. The first-lienfacilities consist of a $200 million revolving credit facility anda $600 million term loan. They are rated 'BB' with a recoveryrating of '2'.

As reported in the Troubled Company Reporter on Aug. 25, 2006,Moody's Investors Service assigned a Ba2 rating to AcxiomCorporation's $800 million senior secured credit facilities, whileaffirming its corporate family rating of Ba2. The outlook isstable.

* file a plan of reorganization through and including Jan. 17, 2007; and

* solicit acceptances of that plan through and including March 21, 2007.

Following Judge Mullins' entry of a bridge order extending theDebtors' exclusive periods, The Yucaipa Funds LLC delivered to theCourt a statement supporting the extension.

The Official Committee of Unsecured Creditors, on the other hand,told the Court that it expects:

(i) to promptly receive all information regarding a proposed plan of reorganization or other arrangement for the Debtors' businesses resulting from discussions between Allied Holdings, Inc., and Yucaipa or any other third party that may affect the interests of unsecured creditors;

(ii) the Debtors to provide the Creditors' Committee with a realistic timeline setting forth, among other things, the anticipated effective date of that plan and all other plan benchmarks; and

(iii) the Debtors to commit that they will not reach any agreement with any party concerning the plan or any other arrangement of the Debtors' business without consulting with, and obtaining the significant input of, the Creditors' Committee.

The Creditors' Committee also demanded sufficient and timelyprogress toward the formulation of a plan to justify the increasedadministrative expenses necessitated by the further extension ofthe exclusive plan-filing period.

ALLIED HOLDINGS: Court Approves Lot Sale to 1659579 Ontario-----------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Georgia hasauthorized Allied Holdings, Inc., and its debtor-affiliates tosell certain of its Canadian lots to 1659579 Ontario Ltd.

As reported in the Troubled Company Reporter on Oct. 27, 2006,Allied Systems (Canada) Company, a subsidiary of Allied Holdings,Inc., owns 51.77 acres of real property located at 1790 ProvincialRoad, City of Windsor, in Ontario, Canada.

Allied Systems has marketed the Lot for sale since 2001. In 2004,Allied Systems received expressions of market interest for 15.11acres of the Lot. Allied Systems also obtained an independentappraisal of CDN$5,700,000, and a second appraisal ofCDN$5,720,000 for the Lot.

APPTIS INC: Moody's Rates Proposed $180MM Credit Facility at B1---------------------------------------------------------------Moody's Investors Service assigned a B1 rating to the proposed$180 million credit facility of Apptis, Inc. Despite a sizableamount of the net proceeds being used to return capital to itsfinancial sponsor, New Mountain Capital, LLC, Moody's affirmed theB2 corporate family rating.

Apptis is undertaking a recapitalization to repay outstandings of$77 million under its existing credit facility; to fully retire$50 million of the existing senior subordinated cash pay notesheld by the Sponsor; to partially repay approximately$20.5 million of senior subordinated payment-in-kind notes andrelated accrued interest also held by the Sponsor; and to payrelated fees and expenses.

The transaction is being financed with proposed credit facilitiesthat include a $30 million senior secured first lien revolver anda $150 million senior secured first lien term loan.

-- Ratings for the prior $107 million credit facility, rated Ba2, are to be withdrawn upon conclusion of the proposed transaction.

The ratings outlook is stable.

The ratings are subject to the conclusion of the proposedtransactions and Moody's review of final documentation.

The affirmation of the B2 Corporate Family Rating continues toacknowledge Apptis' stable business as evidenced by strong win andretention rates on government contracts. This track record helpsto allay some concern regarding the meaningful amount of contractsup for recompete within the next year.

Other business concerns reflected in the B2 corporate familyrating include a high concentration of revenue, Apptis' smallrevenue base -- notably when compared to its high debt burden, andthe inherent exposure to delays or reduction in federal spending,which is prevalent in the government contract services businessindustry-wide. The sizable return of capital to the financialsponsor of approximately $70 million puts downward pressure on theratings as pro forma adjusted leverage is expected to beapproximately 5.7 times while year to date EBIT and EBITDA arebelow original expectations.

The B1 rating on the senior secured credit facility reflects thefacility's priority position in the capital structure and a LossGiven Default assessment of LGD3, 33%. The credit facility has afirst priority perfected lien on all the capital stock andtangible and intangible assets of the borrower, Apptis, Inc., andits parent and subsidiaries.

The rating on the credit facility benefits from the lossabsorption provided by the $43 million PIK mezzanine notes atApptis Holdings, Inc., the company's parent, which are expected toremain pro forma for the proposed transaction. The creditfacility is guaranteed by the company's parent and all existingand future subsidiaries.

The stable ratings outlook reflects Moody's expectation thatApptis will grow its services revenue, maintain positive free cashflow and use excess cash to reduce borrowings under its securedcredit facility. In Moody's opinion, there is some room under proforma credit statistics to absorb some negative variance withouttriggering a downgrade of the ratings.

Sustained financial performance above current expectationsresulting in adjusted debt to EBITDA at or below 4.5x, free cashflow to adjusted debt ranging between 7% and 10%, and evidence ofmaintaining adjusted EBIT to cash interest above 2x could resultin a positive change in the outlook or ratings.

The outlook or ratings could be lowered if Apptis loses asignificant contract, otherwise experiences operationalchallenges, or pursues financial policies that result in adjusteddebt to EBITDA rising above 6x and adjusted EBIT to cash interestfalling below 1.5x.

ARADIGM CORP: Earns $13.1 Million in Quarter Ended September 30---------------------------------------------------------------Aradigm Corporation reported net income for the three months endedSept. 30, 2006 of $13.1 million, compared with a net loss of$7.7 million for the same period in 2005. This gain was driven bythe recognition of an $8 million gain on sale of royalty interestand a $12 million gain on sale of patents, both transactions withNovo Nordisk, a related party. The net loss for the nine monthsended Sept. 30, 2006 was $7.6 million, compared with a net loss of$18.5 million for the same period in 2005.

The company generated revenues for the three months endedSept. 30, 2006 of $1.1 million compared to $700,000 for the sameperiod in 2005. Revenues for the nine months ended Sept. 30, 2006were $4 million compared with $9.6 million for the same period in2005.

Total operating expenses for the three months ended Sept. 30, 2006were $8.4 million compared to $8.8 million for the same period in2005. For the nine months ended Sept. 30, 2006 total operatingexpenses were $32.4 million compared with $29.1 million for thesame period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed astockholders' equity of $1,100,000, compared to a deficit of$397,000 at March 31, 2006.

NASDAQ Delisting

Aradigm also disclosed that the NASDAQ Listing QualificationsPanel has determined to delist the securities of Aradigm from theNasdaq Capital Market, effective Nov. 10, 2006.

As reported in the Troubled Company Reporter on June 28, 2006, theCompany received notice indicating that it had failed to complywith Marketplace Rule 4310(c)(2)(B) or Marketplace Rule4310(c)(2)(B)(ii) of the Nasdaq Stock Market, requiring thecompany either maintain a minimum market value or shareholders'equity or meet certain net income levels. Upon then receiving astaff determination letter from the Nasdaq Stock Market Inc.stating that the Company's common stock is subject to delistingfrom the Nasdaq Capital Market for not meeting specific listingcriteria, Aradigm requested and was granted a hearing before theListing Qualifications Panel.

On Aug. 22, 2006, the Panel granted the Company's request forcontinued listing, pending receipt of third quarter financialsdemonstrating continued compliance. On Oct. 24, 2006, the Companynotified Nasdaq that the third quarter financials were notexpected to demonstrate continued compliance, and requested ahearing to show its plan to regain and maintain compliance.

About Aradigm Corp.

Headquartered in Hayward, California, Aradigm Corporation(PINKSHEETS: ARDM) -- http://www.aradigm.com/-- combines its non- invasive delivery systems with novel formulations to createproducts that enable patients to comfortably self-administerbiopharmaceuticals and small molecule drugs. The company'sadvanced AERx(R) pulmonary and Intraject(R) needle-free deliverytechnologies offer rapid delivery solutions for liquid drugformulations. Current development programs and priorities focuson the development of specific products, including partnered andself-initiated programs in the areas of respiratory conditions,neurological disorders, heart disorders, and smoking cessation.In addition, Aradigm and its partner, Novo Nordisk, are in Phase 3clinical trials of the AERx Diabetes Management System for thetreatment of Type 1 and Type 2 diabetes.

ASARCO LLC: Wants to Reject Tacoma Redevelopment Agreement----------------------------------------------------------ASARCO LLC seeks authority from the U.S. Bankruptcy Court for theSouthern District of Texas in Corpus Christi to reject anagreement among Metropolitan Park District of Tacoma; the city ofTacoma, Washington; the town of Ruston, Washington; and ASARCO.

ASARCO LLC owns certain land in Washington on which it operated acopper smelter until 1985. Between 1987 and 1994, ASARCOconducted two phases of demolition activities, which razed mostof the structures in the property and graded some portions,Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,relates.

Certain property adjacent to the Washington Property is possessedand controlled by the Metropolitan Park District of Tacoma.Portions of the Washington and MPD Properties constitute theASARCO Tacoma Superfund Site. A portion of the Superfund Site islocated within the city of Tacoma, Washington's jurisdiction, anda portion is located within the town of Ruston, Washington'sjurisdiction.

In March 1995, the U.S. Environmental Protection Agency issued aRecord of Decision, which described the remediation remedy forsoil, slag and surface water at the Superfund Site and for on-site placement, without treatment, of hazardous soils, demolitiondebris and residential soils. For the implementation of EPA'sRemediation Plan, ASARCO, Tacoma, Ruston, and MPD wished toredevelop portions of the Superfund Site for public and privateuse.

In January 1997, the parties entered into a definitive agreement,which, among other things, provides for each party's obligationsin the Site's redevelopment.

Mr. Davis says some of the tasks have been completed. However, anumber of significant obligations remain to be done, including:

-- Tacoma and Ruston's consideration of the Remediation Plan, -- Remedial action and preparatory work, -- Vacation of the car tunnel and abandoned roadways, -- Work regarding the marina and its funding, -- Dirt and gravel mining on the MPD Property, and -- The creation of a public development authority and other related tasks.

In January 2006, the Court approved the sale of the WashingtonProperty to Point Ruston, LLC. All conditions precedent to theeffectiveness of the Sale Order have been fulfilled, and theclosing of the Property's sale occurred in October 2006.

Pursuant to the sale, ASARCO's liabilities with respect to onsiteremediation and, to a limited degree, the Property's offsiteremediation have been transferred to Point Ruston. However,Point Ruston is not party to, or bound by, the Agreement. Ineffect, ASARCO could unlikely fulfill its obligations under theAgreement if ASARCO attempted to assume it, Mr. Davis contends.

Even if ASARCO assumes the Agreement, Mr. Davis points out, theobligations would constitute a significant burden on the estatewith no corresponding benefit.

ASARCO LLC: Wants to Purchase Equipment from EntreCap Financial---------------------------------------------------------------ASARCO LLC seeks authority from the U.S. Bankruptcy Court for theSouthern District of Texas in Corpus Christi to exercise a fixedoption under the lease extension with EntreCap FinancialCorporation for the purchase of certain Exchange Trucks.

In December 2003, EntreCap agreed to exchange two trucks underthe Original Lease that were located at the Mission Mine for twosimilar trucks located at the Ray Mine. The parties also agreedthat the lease term for the Exchange Trucks would be extendedfrom Dec. 8, 2005, to Dec. 8, 2006.

ASARCO assumed the Lease Agreement, including both the OriginalLease and the Lease Extension, on Dec. 30, 2005.

The Lease Extension includes a fixed purchase option that must beexercised by Dec. 8, 2006.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,contends that the Exchange Trucks, which are being utilized atthe Ray mine, are indispensable to the successful operation ofASARCO's mine.

In light of the low fixed price to purchase the Exchange Trucksin comparison with the fair market value for similar trucks,ASARCO has decided that it is in its best financial interest topurchase the Exchange Trucks now.

To cure its defaults under the Lease, ASARCO will pay Entrecap:

-- $25,445 as other fees due under the Lease, -- $59,665 as rent for last quarter, and -- $320,000 as purchase price for the two Exchange Trucks.

ASARCO LLC: Wants to Expand SRK Consulting's Scope of Work---------------------------------------------------------- ASARCO LLC seeks authority from the U.S. Bankruptcy Court for theSouthern District of Texas in Corpus Christi to expand the scopeof SRK Consulting (U.S.) Inc.'s employment to include conducting abusiness plan for the company.

In February 2006, the Court authorized ASARCO LLC to employ SRKConsulting (U.S.), Inc., to complete an audit of the company'soperations. SRK has already reported the production findings andcosts projections analysis to ASARCO's Board of Directors. Thereport addressed numerous issues and opportunities for mineoptimization and improvement.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,tells the Court that ASARCO needs SRK Consulting to address theidentified issues and opportunities, update the company's orereserves, and produce a consolidated business plan in connectionwith all of the company's operations.

Mr. Prince contends that due to its site-specific knowledge ofthe company's copper-producing operations and strategic locationin Tucson, Arizona, SRK is well-suited to prepare a consolidatedbusiness plan on time and within budget.

Mr. Prince informs the Court that SRK will accomplish those tasksunder a two-phase project. In Phase I, SRK will:

* establish a complete mineral resources database for each asset;

* update mineral resource and ore reserve estimations at all operations using current costs and copper pricing information;

* prepare a standard protocol and report for each mine site outlining the methods to be used to categorize and report resources and reserves;

* conduct detailed actual-versus-modeled over a five-year period to validate the accuracy of the reserve models;

* update existing geotechnical studies for pit slope stability and initiate geotechnical assessment, as it may be necessary at the various facilities;

* produce a consolidated production schedule;

* apply operating costs to business plans; and

* review future capital requirements.

In Phase II, SRK will further optimize the business plans basedon a review of each operation individually as well as on aconsolidated basis, to determine which options provide the bestreturns given identified operating constraints. The work will becompleted over a nine-month period.

Robert W. Klumpp, treasurer and principal of SRK, assures theCourt that the firm does not have represent any interest adverseto ASARCO or its estate, and is a "disinterested person" as theterm is defined in Section 101(14) of the Bankruptcy Code.

ASARCO will pay SRK $45 to $260 per hour depending on thespecific individual who performs the services. ASARCO will alsoreimburse SRK for its actual costs and expenses, plus a 5% mark-up.

AZUR HOLDINGS: Inks $50 Million Financing Deal with Nexxus One--------------------------------------------------------------Azur Holdings, Inc., has entered into a binding agreement withNexxus One Capital Trust of Switzerland A.G. for up to $50 millionof financing.

Under an engagement agreement with Azur, Nexxus has committed upto $50 million of new financing for Azur Holdings Shell LandingResort property or an amount equal to 80% of the newly appraisedvalue. A new appraisal has been ordered and is expected in 4 to 6weeks. Should the initial financing amount be less than$50,000,000, Azur Holdings can require Nexxus, for up to twoyears, to extend additional financing based upon updatedappraisals. The financing will come in the form of a SeniorSecured Redeemable Note purchased by a banking syndicate led byNexxus One Capital.

Funding will be used for the refinancing and restructuring ofthe debt and equity of Shell Landing Resort Development as well asdevelopment and working capital. Closing is scheduled to occurwithin 10 days of a new MAI appraisal of Shell Landing Developmentor no later than Dec. 29, 2006.

About Azur Holdings

Headquartered in Fort Lauderdale, Florida, Azur Holdings, Inc.(OTCBB: AZHI), (FRANKFURT: HCPB) -- http://www.azurholdings.com/-- is a real estate development company, which develops andmarkets luxury residential and resort properties. The companyalso operates a real estate development company in Gautier,Mississippi. It owns the Shell Landing Golf Club in Gautier, andAzur Shell Landing Resort consisting of approximately 1,100 acrescontiguous to the Shell Landing Golf Club. The company also hasvarious real estate projects under development and consideration,which includes the development and acquisition of luxury hotelsand resorts, domestically and internationally. In addition, AzurHoldings purchases land in strategic areas for future developmentor sale. The Company is a subsidiary of Azur International, Inc.

At July 31, 2006, Azur Holdings' balance sheet showed astockholders' deficit of $4,830,646, compared to a deficit of$1,800 at July 31, 2005.

Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 13, 2006,Baum & Company, P.A., in Coral Springs, Florida, expressed doubtabout Azur Holdings, Inc.'s ability to continue as a going concernafter auditing the Company's financial statements for the fiscalyear ended April 30, 2006. The auditing firm pointed to theCompany's recurring losses since inception. The Company hasaccumulated losses of $2.7 million and a negative working capitalposition of $5.9 million.

BANC OF AMERICA: Moody's Lifts Rating on $100-Mil. Certs to Ba1---------------------------------------------------------------Moody's Investors Service upgraded the ratings of nine classes andaffirmed the ratings of five classes of Banc of America LargeLoan, Inc., Commercial Mortgage Pass-Through Certificates, Series2005-ESH:

The Certificates are supported by first priority mortgage loanshaving an aggregate principal balance of $2.52 billion. Collateralfor the loans consists of 450 extended-stay hotel properties ownedby affiliates of The Blackstone Group. The properties, whichcontain 50,790 rooms, are located in 41 states and are principallyoperated as Extended StayAmerica Deluxe, Extended StayAmerica andHomestead Studio Suites branded hotels.

The top three state concentrations are California, Florida, andTexas. The Blackstone Group dominates the mid-price segment ofthe extended stay hotel market through its three principal brandsas well as several lesser brands.

Both RevPAR and the operating margin have improved for thecollateral since securitization in October of 2005, although full-year 2005 performance was anticipated and considered in Moody'sanalysis.

Moody's is upgrading Classes B, C, D, E, F, G, H, J and K due toperformance improvements in calendar year 2006. RevPAR and netcash flow for calendar year 2005 as adjusted by Moody's were$37.00 and $310.5 million. For the eight-month period ending Aug.2006, RevPAR increased by 6.9% over the comparable 2006 periodwhile net cash flow increased by 8.4%. Moody's current net cashflow is $330.8 million. Moody's current loan to value ratio is83.8%, compared to 89.4% at securitization.

BANKATLANTIC BANCORP: Earns $2.3 Million in 2006 Third Quarter--------------------------------------------------------------BankAtlantic Bancorp Inc. submitted its third quarter financialstatements for the three months ended Sept. 30, 2006, to theSecurities and Exchange Commission on Nov. 8, 2006.

The Company earned $2.3 million on $98.9 million of net revenuesfor the quarter ended Sept. 30, 2006, compared to $16.2 million ofnet income earned on $92.9 million of net revenues for the sameperiod in 2005.

At Sept. 30, 2006, the Company's balance sheet showed total assetsof $6.5 billion and total debts of $6 billion.

The Company has established revolving credit facilities totaling$30 million with two independent financial institutions. Thecredit facilities contain customary financial covenants relatingto regulatory capital, debt service coverage and the maintenanceof certain loan loss reserves. Effective Sept. 30, 2006, the debtservice coverage covenant was modified and the Company was incompliance with all covenants contained in the facilities. TheCompany had no outstanding borrowings under these creditfacilities at Sept. 30, 2006.

As of the Nov. 13, 2006 distribution date, the transaction'saggregate certificate balance has decreased by approximately 4.3%to $855.6 million from $894.5 million at securitization. TheCertificates are collateralized by 108 mortgage loans ranging insize from less than 1.0% of the pool to 8.7% of the pool, with thetop 10 loans representing 45.2% of the pool.

The pool includes six shadow rated investment grade loanscomprising 21.3% of the pool. Two loans, representing 6% of thepool balance, have defeased and are collateralized by U.S.Government securities. The pool has not sustained any losses todate and currently there are no loans in special servicing. Eightloans, representing 4% of the pool, are on the master servicer'swatchlist.

The largest shadow rated loan is the One & Three Christine CentreLoan, which is secured by two adjacent office buildings located indowntown Wilmington, Delaware. The two buildings total 633,000square feet and are 100% occupied, the same as at securitization.The anchor tenant is Chase Card Services. Chase leasesapproximately 91% of the premises under a lease expiring in Dec.2015. The sponsor is Macquarie Office Fund and Brandywine Realty.The loan is interest only for its entire term and matures in Jan.2009. Moody's current shadow rating is Baa3, the same as atsecuritization.

The second shadow rated loan is the Great Hall East PortfolioLoan, which is secured by seven retail properties located in Ohio,South Carolina, Massachusetts and Alabama. The portfolio totals853,000 square feet and each property is leased to a single tenantunder a long-term lease that extends beyond the loan maturitydate. The tenants include Wal-Mart, Lowe's, Kroger and Sam'sClub. The loan sponsor is Inland Retail Real Estate Trust, Inc.The loan is interest only for its entire term and matures in Oct.2008. Moody's current shadow rating is A2, the same as atsecuritization.

The remaining four shadow rated loans comprise 7.7% of the pool.The Greenville Place Apartment Loan, secured by a 519-unitapartment complex located in suburban Wilmington, Delaware, isshadow rated Baa2. The Hiram Pavilion Loan, secured by a 362,000square foot power center located in suburban Atlanta, is shadowrated Baa1. The 12 E 22nd Street Loan, secured by an 89-unitmultifamily property located in New York City, is shadow ratedAa2. The Lincoln Tower Cooperative Loan, secured by a residentialcooperative building located in New York City, is shadow ratedAaa.

The top three non-defeased conduit loans represent 16.6% of theoutstanding pool balance:

I

The largest conduit loan is the U.S. Bank Tower Loan, which issecured by a 1.4 million square foot landmark Class A officebuilding located in downtown Los Angeles, California. The loanrepresents a 25% pari passu interest in a first mortgage loantotaling $260 million. The building is 87% occupied, compared to90.0% at securitization. The largest tenants are Latham & Watkinsand Pacific Enterprises. The loan sponsor is Maguire Properties.The loan is interest only for the entire term and matures in July2013. Moody's LTV is 74.7%, compared to 73.2% at securitization.

II

The second largest conduit loan is the 840 Memorial Drive Loan,which is secured by a 129,000 square foot biotech lab/officebuilding located in Cambridge, Massachusetts. The largest tenantis UCB Research which occupies 40% of the premises under a leaseexpiring in June 2009. The property has been 89% leased sincesecuritization.

However, Moody's do expect near-term disruption in the property'sperformance because two tenants that lease approximately 44% ofthe premises have indicated their intent to vacate at theexpiration of their leases in April and June of 2007. TheCambridge biotech market has declined since securitization, withmarket rents declining more than 30%. Moody's LTV is 97.6%,compared to 85.8% at securitization.

III

The third largest conduit loan is the San Antonio Office PortfolioLoan, which is secured by three office properties located in SanAntonio, Texas. The portfolio is 95% occupied, compared to 82% atsecuritization. The loan is interest only for the entire term andmatures in Jan. 2009. Moody's LTV is 78.5%, compared to 85.9% atsecuritization.

The pool's collateral is a mix of retail, office and mixed use,multifamily, industrial and self storage and U.S. Governmentsecurities. The collateral properties are located in 37 states.The highest state concentrations are California, Delaware, Texas,Massachusetts and New Jersey. All of the loans are fixed rate.

The CreditWatch placements reflect the deteriorating performanceof the collateral backing Bear Stearns Asset Backed Securities ITrust 2004-BO1. Realized losses have been outpacing the excessinterest spread for the past six months.

As of the September 2006 remittance period, overcollateralizationfor classes M-9A and M-9B had been reduced to 2.4% of the originalpool balance, which is below its target of 2.9% of the originalpool balance. Cumulative losses amounted to $34,294,675, or 2.55%of the original pool balance. Total delinquencies and severedelinquencies constitute 19.22% and 12.00% of the current poolbalance, respectively.

Standard & Poor's will continue to closely monitor the performanceof these classes. If the delinquent loans cure to a point atwhich monthly excess interest begins to outpace monthly netlosses, thereby allowing o/c to build and provide sufficientcredit enhancement, the rating agency will affirm the ratings andremove them from CreditWatch negative.

The affirmations are based on credit support percentages that aresufficient to maintain the current ratings. Credit support forthese are the rating actions: transactions is derived fromsubordination alone or from a combination of subordination, excessinterest, and o/c.

As of the Sept. remittance period, total delinquencies in thesubprime collateral pool ranged from 5.32% to 22.81%, and severedelinquencies ranged from 0.09% to 15.84%. Total delinquenciesin the prime Alt-A collateral pool ranged from 1.79%to5.57%, and severe delinquencies ranged from 0% to 3.79%.

The rating action followed the company's announcement of aproposed merger with unrated ElkCorp, which manufactures roofingand other building products, for a price of $35 per share, orabout $700 million.

At Sept. 30, 2006, BMCA had debt of $800 million and debt tolast-12--month EBITDA of 3.7x.

ElkCorp is currently engaged in a review of strategic alternativesand in evaluating a number of proposals.

"We will monitor developments regarding the proposal and expect toresolve the CreditWatch after more details are disclosed about thecertainty of execution, the transaction's financing structure, andthe combined company's business profile," Mr. Kennedy said.

The proposed transaction would be subject to some closingconditions, including approval from shareholders and certainregulators.

CATHOLIC CHURCH: Davenport Can Honor Employee Obligations---------------------------------------------------------The Catholic Diocese of Davenport obtained authority from the U.S.Bankruptcy Court for the Southern District of Iowa to payprepetition employee wages and benefits, and continue to honorcertain employee benefit obligations.

As reported in the Troubled Company Reporter on Oct. 18, 2006,Richard A. Davidson, Esq., at Lane & Waterman LLP, in Davenport,Iowa, related that the Diocese has historically offered to itsemployees reasonable vacation and sick time leaves. TheDiocese's employees are also provided with other employeebenefits, which consist of health insurance, a 401(K) retirementplan, group disability insurance and group life insurance, andFederal Insurance Contributions Act and Medicare insurance.

The Benefits Package is critical to the Diocese's ability toretain its current employees, Mr. Davidson explains. Theinability to continue to honor the Benefits Package would likelyresult in massive turnover and low employee morale. The BenefitsPackage imposes minimal incremental costs relative to the expectedimpact," Mr. Davidson added.

Mr. Davidson asserted that it is imperative for the Diocese thatthe checks be honored to preserve and maintain the services of itsemployees. The experience and knowledge of these employees iscritical to the Diocese's ongoing operations and ministries. TheDiocese's employees will suffer significant financial hardship ifthe Diocese fails to pay prepetition wages, he added.

CHARMING CASTLE: Bankruptcy Administrator Picks 3-Member Committee------------------------------------------------------------------The U.S. Bankruptcy Administrator for the Northern District ofAlabama appointed three creditors to serve on an OfficialCommittee of Unsecured Creditors in Charming Castle LLC's chapter11 case:

Official creditors' committees have the right to employ legal andaccounting professionals and financial advisors, at the Debtors'expense. They may investigate the Debtors' business and financialaffairs. Importantly, official committees serve as fiduciaries tothe general population of creditors they represent. Thosecommittees will also attempt to negotiate the terms of aconsensual chapter 11 plan -- almost always subject to the termsof strict confidentiality agreements with the Debtors and othercore parties-in-interest. If negotiations break down, theCommittee may ask the Bankruptcy Court to replace management withan independent trustee. If the Committee concludes reorganizationof the Debtors is impossible, the Committee will urge theBankruptcy Court to convert the Chapter 11 cases to a liquidationproceeding.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dbaIndies House -- http://www.indieshouse.net/-- manufactures mobile homes. The Company filed for chapter 11 protection on Oct. 5,2006 (Bankr. N.D. Ala. Case No. 06-71420). Robert L. Shields,III, Esq., at the Shields Law Firm represents the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed estimated assets of less than $50,000 butestimated debts between $10 million and $50 million. The Debtor'sexclusive period to file a chapter 11 expires on Feb. 2, 2007.

a) assist the Committee in analyzing the reorganization or liquidation efforts of the Debtor;

b) give legal advice with respect to its duties and powers in the Debtor's chapter 11 case;

c) assist in its investigation of the acts, conduct, assets, liabilities and continuance of the business, and any other matter relevant to the case or to the formulation of a plan of reorganization or liquidation;

d) participate in the formulation of the plan;

e) assist in requesting the appointment of a trustee or examiner, if necessary; and

f) perform other legal services as required in the interest of the creditors.

To the best of the Committee's knowledge, Burr & Forman is a"disinterested person" as that term is defined in Section 101(14)of the Bankruptcy Code.

Headquartered in Hackleburg, Alabama, Charming Castle LLC, dbaIndies House -- http://www.indieshouse.net/-- manufactures mobile homes. The Company filed for chapter 11 protection on Oct. 5,2006 (Bankr. N.D. Ala. Case No. 06-71420). Robert L. Shields,III, Esq., at the Shields Law Firm represents the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it listed estimated assets of less than $50,000 butestimated debts between $10 million and $50 million. The Debtor'sexclusive period to file a chapter 11 expires on Feb. 2, 2007.

The Special Situations Group of NatCity Investment Bankingfacilitated the sale of Cherrydale's commercial division to RosenCapital, a New Jersey-based investment group. As a result of thesale, Cherrydale's shareholders were able to monetize investmentsin the company and also retain a minority equity stake in thebusiness.

National City also secured a $15 million senior credit facility,that closed concurrent with the sale, for the Company'sfundraising division.

Cherrydale was experiencing operating challenges in its commercialdivision related to the rapid growth of its businesses, much ofwhich was driven by the expanding market for nutritional bars.The Company retained the Special Situations Group to advise onboth sale alternatives as well as the placement of a senior debtfacility for the fundraising business to meet its imminentseasonal working capital requirements.

CLEAN HARBORS: Files Schedules of Assets and Liabilities--------------------------------------------------------Clean Harbors Plaquemine, LLC, delivered its Schedules of Assetsand Liabilities to the U.S. Bankruptcy Court for the District ofMassachusetts disclosing:

CLEAN HARBORS: List of 20 Largest Unsecured Creditors-----------------------------------------------------Clean Harbors Plaquemine, LLC, released a list of its 20 LargestUnsecured Creditors with the U.S. Bankruptcy Court for theDistrict of Massachusetts, disclosing:

COLLINS & AIKMAN: Wants Wachovia to Surrender Property------------------------------------------------------Collins & Aikman Corporation and its debtor-affiliates ask theU.S. Bankruptcy Court for the Eastern District of Michigan todirect Wachovia Bank and Trust Company, N.A., to turnover propertythat is currently being held in trust by the Bank.

In December 1986, the Debtors established a trust to paysupplemental retirement benefits to Donald F. McCullough, theformer chief executive officer of Collins & Aikman Corp.Wachovia serves as Trustee of the C&A Rabbi Trust.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,tells the Court that pursuant to a trust agreement, the TrustAssets are the Debtors' property and should be available fordistribution to their creditors.

Wachovia has informed the Debtors that it will transfer the TrustAssets to the Debtors pursuant only to a judgment by a "court ofcompetent jurisdiction."

Mr. Cieri also relates that Wachovia has breached the TrustAgreement by failing to discontinue payments to the beneficiaryof the C&A Rabbi Trust after being informed of the Debtors'insolvency.

Contrary to its obligations under the Trust Agreement, Wachoviadid not independently determine whether the Debtors were in factinsolvent within 30 days of receiving notice of insolvency.Wachovia also did not discontinue the payment of benefits underthe Trust.

Instead, between June 2005 and October 2005, Wachovia continuedto use or invade the Trust Assets to pay monthly benefits toLouise V. McCullough, the surviving spouse of Mr. McCullough andthe sole remaining beneficiary of the Trust, aggregating $35,215.

The Debtors also seek to recover the monetary damages that theyhave suffered as a result of Wachovia's breach of the TrustAgreement.

Headquartered in Troy, Michigan, Collins & Aikman Corporation-- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leadingsupplier of instrument panels, automotive fabric, plastic-basedtrim, and convertible top systems. The Company has a workforce ofapproximately 23,000 and a network of more than 100 technicalcenters, sales offices and manufacturing sites in 17 countriesthroughout the world. The Company and its debtor-affiliates filedfor chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. CaseNo. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP,represents C&A in its restructuring. Lazard Freres & Co., LLC,provides the Debtor with investment banking services. Michael S.Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, representsthe Official Committee of Unsecured Creditors Committee. When theDebtors filed for protection from their creditors, they listed$3,196,700,000 in total assets and $2,856,600,000 in total debts.(Collins & Aikman Bankruptcy News, Issue No. 45; BankruptcyCreditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

COMMUNICATIONS CORP: Panel Hires Taylor Porter as Counsel---------------------------------------------------------The U.S. Bankruptcy Court for the Western District of Louisiana inShreveport allows the Official Committee of Unsecured Creditorsappointed in Communications Corporation of America, White KnightHoldings, Inc. and their debtor-affiliates' bankruptcy cases toretain Taylor, Porter, Brooks & Phillips LLP as its counsel, nuncpro tunc to Sept. 27, 2006.

Taylor Porter will:

a) assist and advise the Committee in its consultations with the Debtors and other committees relative to the overall administration of the estates;

b) represent the Committee at hearings before the Court and communicate with the Committee regarding the matters heard and issues raised, as well as decisions and considerations of the Court;

c) assist and advise the Committee in its examination and analysis of the Debtors' conduct and financial affairs;

d) review and analyze all applications, orders and operating reports, schedules and statements of affairs filed in the Debtors' case and advise the Committee on the necessity and propriety of these filings and their impact on the rights of creditors;

e) assist the Committee in preparing appropriate legal pleadings and proposed orders required in support of positions taken by the Committee, prepare witnesses and review relevant documents;

f) coordinate the receipt and disseminations of information prepared by and received from other professionals retained by the Debtors, as well as other information received from independent professionals engaged by the other committees;

g) advise and assist the Committee in the negotiations with respect to any proposed plan or plans of reorganization; and

h) assist the committee by providing other services as may be in the best interest of the parties represented by the Committee.

Headquartered in Lafayette, Louisiana, Communications Corporationof America, is a media and broadcasting company. Along with mediacompany White Knight Holdings, Inc., it owns and operates around23 TV stations in Indiana, Texas and Louisiana. CommunicationsCorporation and 10 of its affiliates filed for bankruptcyprotection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410through 06-50421). Douglas S. Draper, Esq., William H. PatrickIII, Esq., and Tristan Manthey, Esq., at Heller,Draper, Hayden, Patrick & Horn, LLC, represents CommunicationsCorporation and its debtor-affiliates. When CommunicationsCorporation and its debtor-affiliates filed for protection fromtheir creditors, they estimated assets and debts of more than $100million.

COTT CORPORATION: Earns $6.6 Million in 2006 Third Quarter----------------------------------------------------------Cott Corporation reported a $6.6 million net income on$475.5 million of revenues for the third quarter ended Sept. 30,2006, compared with a $1.8 million net loss on $469.9 million ofrevenues for the same period in 2005.

Despite registering a lower gross profit of $62.0 million in thethird quarter of 2006, compared to a gross profit of $65.4 millionfor the same period of 2005, the company managed to show a profitof $6.6 million largely due to lower recorded charges for unusualitems of $9.3 million on a pre-tax basis in the current quartercompared with a charge for unusual items of $25.7 million on apre-tax basis in the same quarter in 2005. This would account forthe reported net income of $6.6 million in the third quarter of2006 compared to the $1.8 million net loss for the same period in2005.

The $9.3 million of unusual items recorded in the third quarter of2006 consists of $9.4 million of restructuring charges, partiallyoffset by a $0.1 million gain related to a recovery from a notereceivable.

At Sept. 30, 2006, the company's consolidated balance sheet showed$1.2 billion in total assets, $653.5 million in total liabilities,$21.9 million in minority interest, and $513 million instockholders' equity,

The company also disclosed that to assure long-term success andprofitability, it is focusing on reducing costs, becoming the bestpartner to their retailer customers, and building and sustaining apipeline of innovation and new product development.

The company also reported that it will cease production at theirmanufacturing plants in Elizabethtown, Kentucky and Wyomissing,Pennsylvania by Dec. 31, 2006; and will reallocate productionvolume to other manufacturing sites in North America.

Full-text copies of the company's consolidated financialstatements for the third quarter ended Sept. 30, 2006, areavailable for free at:

Headquartered in Toronto, Ontario, Canada, Cott Corporation(NYSE:COT; TSX:BCB) -- http://www.cott.com/-- is a non-alcoholic beverage company and a retailer brand beverage supplier. TheCompany commercializes its business in over 60 countriesworldwide, with its principal markets being the United States,Canada, the United Kingdom and Mexico. Cott markets or suppliesover 200 retailer and licensed brands, and Company-owned brandsincluding Cott, Royal Crown, Vintage, Vess and So Clear. Itsproducts include carbonated soft drinks, sparkling and flavouredmineral waters, energy drinks, juices, juice drinks and smoothies,ready-to-drink teas, and other non-carbonated beverages.

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As reported in the Troubled Company Reporter on Sept. 26, 2006,Moody's Investors Service's affirmed its Ba3 Corporate FamilyRating for Cott Corporation and its B1 Rating on Cott BeveragesInc.'s 8% Subordinate Notes Due 2011, in connection with Moody'simplementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the U.S. beverage company sector.Moody's assigned an LGD5 rating to those bonds, suggestingnoteholders will experience a 74% loss in the event of a default.

CROWN CASTLE: Unit Plans $1.55-Bil. Sr. Revenue Notes Offering--------------------------------------------------------------Crown Castle International Corp. has disclosed that certain of itsindirect subsidiaries intend to offer, in a private transaction,up to $1.55 billion of Senior Secured Tower Revenue Notes, Series2006-1, as additional debt securities under the existing Indenturedated as of June 1, 2005, pursuant to which the Senior SecuredTower Revenue Notes, Series 2005-1 were issued.

The subsidiaries expected to issue the Offered Notes will bespecial purpose entities that hold substantially all of the U.S.towers of Crown Castle. Crown Castle expects that the majority ofthe Offered Notes will be rated investment grade. The servicingand repayment of the Offered Notes is expected to be made solelyfrom the cash flow from the operation of the U.S. towers that arepart of the transaction. The terms of the Offered Notes areexpected to be substantially similar to the provisions applicableto the Initial Notes.

Crown Castle expects to use the net proceeds received from thisoffering to:

a) repay the outstanding term loan under the Crown Castle Operating Company credit facility; and

b) pay the expected cash portion of the consideration of the planned acquisition of Global Signal Inc. or, in the event the acquisition of Global Signal Inc. is not consummated, for general corporate purposes.

About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/-- engineers, deploys, owns and operates shared wirelessinfrastructure, including extensive networks of towers. CrownCastle offers wireless communications coverage to 68 of the top100 United States markets and to substantially all of theAustralian population. Crown Castle owns, operates and managesover 10,600 and over 1,300 wireless communication sites in theU.S. and Australia, respectively.

As reported in the Troubled Company Reporter on Oct. 10, 2006,Moody's Investors Service affirmed all ratings of Crown CastleOperating Company, including its B1 Corporate Family Rating, B1Senior Secured Rating and SGL-2 Liquidity Rating. The ratingsreflect a B1 probability of default and loss given defaultassessment of LGD3 (43%) on the senior secured facility. Theoutlook remains stable.

CUMULUS MEDIA: Earns $1.3 Million in 2006 Third Quarter-------------------------------------------------------Cumulus Media Inc. reported a $1.3 million net income on$82.9 million of revenues for the third quarter endedSept. 30, 2006, compared with a $9.1 million net income on$85.3 million of revenues for the same period in 2005.

Net revenues decreased $1.3 million primarily because of thecontribution of the company's Houston and Kansas City stations toits affiliate Cumulus Media Partners, LLC and the resulting lossof the revenue from those stations, offset by $1 million inmanagement fees from Cumulus Media and organic growth over thecompany's existing platform.

This revenue decrease and the increase in interest charges by$8.7 million, or 158.2%, to $14.2 million for the third quarter of2006, compared to $5.5 million for same period in 2005, accountedfor the decrease in net income to $1.3 million for the currentquarter. The increase in interest expense was primarily due tohigher interest rates on the portion of debt subject to variablerates and the increase in the average borrowing level.

Full-text copies of the company's consolidated financialstatements are available for free at:

Headquartered in Atlanta, Georgia, Cumulus Media Inc. -- http://www.cumulus.com/-- is the second-largest radio company in the United States based on station count. Giving effect to thecompletion of all pending acquisitions and divestitures, CumulusMedia, directly and through its investment in Cumulus MediaPartners, will own or operate 345 radio stations in 67 U.S. mediamarkets.

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As reported in the Troubled Company Reported on Sept. 28, 2006,Moody's Investors Service affirmed its Ba3 rating on CumulusMedia, Inc.'s secured revolver and secured term loans and assignedan LGD3 rating to these debts, in connection with Moody'simplementation of its new Probability-of-Default and Loss-Given-Default rating methodology for the US advertising and broadcastingsector. Cumulus Media also carries Moody's B1 PDR rating.

DANA CORP: Posts $356 Million Net Loss in Third Quarter of 2006---------------------------------------------------------------Dana Corp. posted a $356 million net loss on $2 billion of netsales for the quarter ended Sept. 30, 2006, compared with a$1.3 billion net loss on $2.1 billion of net sales for the sameperiod in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed$7.4 billion in total assets, $7.2 billion in total liabilities,$82 million in minority interest in consolidated subsidiaries, and$123 million in stockholders equity.

The company's consolidated balance sheet at Sept. 30, 2006, alsoshowed $3.7 billion in current assets and $2.3 billion in currentliabilities.

Net sales dropped $97 million in the current quarter compared tothe same period in 2005 as a combined result of decreases in salesin the North America, Asia Pacific and the South America regionsof $97 million, $62 million and $8 million, respectively, and theincrease in Europe net sales of $57 million.

Impairment charges of $165 million were also recorded in the thirdquarter of 2006 to reduce lease and other assets in Dana CreditCorp. to their fair value less cost to sell. A $46 million chargewas also taken to write-off goodwill in company's TractionProducts business after the company revised its earnings outlookon that business segment. In the third quarter in 2005 noimpairment of goodwill or other assets were recorded.

During the third quarter of 2005, the company also provided avaluation allowance of $907 million against its net U.S. deferredtax assets and provided additional allowances of $13 millionagainst similar net deferred tax assets in the U.K. Theseprovisions were the principal reason for tax expense of $921million recognized during the third quarter of 2005. In the thirdquarter of 2006 the tax expense was $20 million.

In the third quarter of 2006 the company also recorded losses of$84 million from the discontinued operations of its hard parts,fluid products and pump products businesses, as compared tolosses of $306 million from discontinued operations of these samebusinesses in the third quarter of 2005. These businesses will bedivested by the end of the first quarter of 2007.

The combined effects of the 2006 third quarter decrease in netsales and the impairment charges for goodwill and other assets,were offset by the lower charges for tax expense and losses fromdiscontinued operations, allowing the company to report a lowernet loss of $356 million in the current quarter compared to a netloss of $1.3 billion in the same period in 2005.

Company Plans

Subject to the supervision of the U.S. Bankruptcy Court for theSouthern District of New York, the company is proceeding withpreviously announced divestiture and restructuring plans, whichinclude the sale of non-core businesses and the closure of certainfacilities. As disclosed, the company is taking steps to reducecosts, increase efficiency and enhance productivity. The Debtorshave until Jan. 3, 2007 to file a plan of reorganization, unlessotherwise extended by the Court upon request of the Debtors.

Dissolution of Spicer S.A.

In July 2006, Dana and Desc Automotriz, S.A. de C.V. completed thedissolution of their Mexican joint venture, Spicer S.A. de C.V.The transaction included the sale by Dana of their 49% interest inSpicer S.A. to Desc and the purchase by Dana of the Spicer S.A.subsidiaries in Mexico that manufacture and assemble axles,driveshafts, gears, forgings and castings. Desc, in turn, acquiredfull ownership of the subsidiaries that hold the transmission andaftermarket gasket operations in which it previously held a 51%interest.

DIP Facility

The company has a $1.45 billion DIP Credit Agreement which wasapproved by the U.S. Bankruptcy Court for the Southern District ofNew York in March 2006. At Sept. 30, 2006 unused credit availableamounted to $334 million.

Full-text copies of the company's consolidated financialstatements are available for free at:

That transaction roughly doubled the revenue base and number ofclinics of DaVita. Though Moody's believes that much of the riskassociated with the integration of Gambro has passed, it may takeDaVita several more years to fully integrate the two companies.

While inefficiencies and incremental integration costs will likelyexist, it is our view that they will be offset by the increasedscale and purchasing power from the combined entity and othersynergies.

The outlook therefore reflects Moody's expectation of continuedpositive operating results, further improvement in metrics andadditional debt reduction. Absent any deviation from theseexpectations, the ratings could be upgraded in the near term.

The B1 Corporate Family Rating is supported by DaVita's largescale and competitive position as the second largest provider ofdialysis services in the US.

Moody's also believes that DaVita's revenue and cash flow willcontinue to grow at a steady pace driven by positive trends indemographics including the aging population, increasing incidencesof end-stage renal disease caused by conditions such as diabetes,and annual increases to reimbursement rates.

In addition, Moody's notes DaVita's steady cash flow is supportedby the recurring nature of revenues, minimal exposure to bad debtand geographic diversification, which has been enhanced by theacquisition of the Gambro business.

The rating continues to be constrained by the significant amountof leverage the company assumed in connection with the Gambroacquisition. This debt load limits the debt coverage metricsdespite the strong, steady nature of the cash flows. Cash flowcoverage metrics are expected to improve over the next 12-18months as Moody's anticipates that the company will continue toprepay debt with internally generated cash flow.

The rating is also constrained by the high concentration ofrevenues generated from the administration of Epogen, manufacturedsolely by Amgen, Inc. EPO, being one of the most costlypharmaceuticals to the US healthcare system, has been and willlikely continue to be the subject of government scrutiny.

In addition, there is the potential that new competitors to themarket could change the dynamics of the kidney care pharmaceuticalmarket. Further, the ratings capture the continued risk ofongoing investigations by US Attorney's Offices.

The affirmation of the Speculative Grade Liquidity Rating of SGL-1reflects our belief that the company will maintain excellentliquidity over the next four quarters.

If DaVita continues to delever through the prepayment of debt oroperating cash flow coverage of debt continues to improve Moody'scould upgrade the ratings. A significant debt financedacquisition or establishment of significant shareholderinitiatives could result in downward pressure on the ratings.

These ratings are affirmed:

-- Senior Secured Revolving Credit Facility due 2011, Ba2, LGD2, 29%

-- Senior Secured Term Loan A, Ba2, LGD2, 29%

-- Senior Secured Term Loan B, Ba2, LGD2, 29%

-- Senior Unsecured notes due 2013, B2, LGD5, 73%

-- Senior Subordinated notes due 2015, B3, LGD6, 90%

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1

-- Speculative Grade Liquidity Rating, SGL-1

The ratings outlook changed to positive from stable.

DaVita, Inc., headquartered in El Segundo, California, is anindependent provider of dialysis services in the U.S. for patientssuffering from end-stage renal disease. As of Sept. 30, 2006,DaVita operated or provided administrative services to 1,269outpatient dialysis centers located in 43 states servingapproximately 101,000 patients. For the twelve months ended Sept.30, 2006, DaVita recognized revenues of approximately$4.7 billion.

DEAN FOODS: Earns $70.8 Million in Quarter Ended September 30-------------------------------------------------------------Dean Foods Company reported a $70.8 million consolidated netincome on $2.5 billion of net sales for the quarter endedSept. 30, 2006, compared with a $99.4 million consolidated netincome on $2.6 billion of net sales for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed$6.8 billion in total assets, $4.8 billion in total liabilities,and $2 billion in total stockholders' equity.

As disclosed by the company, net sales decreased primarily due tolower selling prices in the Dairy Group business segment resultingfrom the pass-through of lower class I raw skim milk and butterfatcosts. This decrease was partly offset by fluid dairy volumegrowth in the Dairy Group and higher selling prices and overallvolume increases at White Wave Foods Company.

Cost of sales as a percentage of net sales decreased to 72.4% inthe third quarter of 2006 compared with 72.4% in the same periodin 2005 primarily due to lower raw milk costs in the Dairy Groupsegment.

Operating expenses increased approximately $12.2 million in thecurrent quarter compared to the same period in 2005, primarily dueto increase in distribution costs of $14.4 million resulting fromhigher fuel prices and increased volumes.

Operating income during the current quarter was $168.7 million, anincrease of $30.7 million from the third quarter of 2005 operatingincome of $138 million, primarily due to lower raw milk costs.

Total other expense increased to $48 million in the currentquarter compared to $37.7 million in the third quarter of 2005because of increases in interest expense due to higher averagedebit balances and higher interest rates.

Income from continuing operations increased to $120.8 million inthe current quarter, compared to $100.3 million for the sameperiod in 2005, as a result of the combined effects of the above.

The decreased net income recorded for the third quarter of 2006is due to the absence of a gain on sale of discontinuedoperations, net of tax, of $37.8 million recognized in the thirdquarter of 2005. This came about because of the spin-off ofTreeHouse Foods, Inc. in June 27, 2005 and the completed sale ofMarie's(R) dips and dressings and Dean's(R) dips businesses toVentura Foods in August 2005.

Full-text copies of the company's consolidated financialstatements for the third quarter ended Sept. 30, 2006, areavailable for free at:

On Sept. 14, 2006, the company completed the sale of its Iberianoperations in Spain for approximately $96.3 million. Anincremental loss on the sale of our operations in Spain of$2.4 million (net of tax) was recognized during the quarter endedSept. 30, 2006.

The company also disclosed that it agreed to sell its Portugueseoperations for approximately $11.4 million. No other details weregiven.

About Dean Foods

Dean Foods Company is a food and beverage company in the U.S. ItsDairy Group division is the largest processor and distributor ofmilk and other dairy products in the country, with products soldunder more than 50 familiar local and regional brands and a widearray of private labels. The Company's WhiteWave Foods subsidiarymarkets and sells a variety of dairy and dairy-related products,such as Silk soymilk, Horizon Organic milk and other dairyproducts and International Delight coffee creamers. WhiteWaveFoods' Rachel's Organic brand is the largest organic milk brandand second largest organic yogurt brand in the United Kingdom.

* * *

As reported in the Troubled Company Reporter on Sept. 26, 2006,Moody's Investors Service affirmed its Ba1 Corporate Family Ratingfor Dean Foods Company and its subsidiary, Dean Holding Company,in connection with the implementation of the new Probability-of-Default and Loss-Given-Default rating methodology for the U.S.food and beverage company sector. Additionally, Moody's revisedor held its probability-of-default ratings and assigned loss-given-default ratings on the Company's loans and bond debtobligations. Ratings revised include the Ba1 rating on theCompany's $1.5B Gtd. Sr. Sec. Revolving Credit Facility due 2009,which was changed to Baa3.

As reported in the Troubled Company Reporter on May 15, 2006,Standard & Poor's Ratings Services assigned its 'BB-' rating toDean Foods Inc.'s proposed issue of $300 million 10-year notes.The notes are a drawdown from a Rule 415 shelf filing. As seniorunsecured obligations, the rating is notched down twice from the'BB+' corporate credit rating on the company because of the amountof secured debt outstanding.

DELL INC: Announcing Prelim Third Quarter Results by Month's End---------------------------------------------------------------- Dell Inc. intends to report its preliminary results for the fiscalthird quarter by the end of this month. The move from theoriginally scheduled date of November 16 reflects the level ofcomplexity the company is facing in the preparation of itspreliminary results.

The complexity arises out of the ongoing investigations by theSecurities and Exchange Commission and the company's AuditCommittee into certain accounting and financial reporting matters,and the fact the company has not filed its Form 10-Q for thesecond fiscal quarter. When the company does announce earnings itwill be in the form of a press release only.

In addition, the company said that future earnings announcementswill be moved back by approximately one week versus Dell's priorschedule.

The company also announced it has been informed that the SEC hasentered a formal order of investigation. The delay in announcingearnings is not related to that development. Dell continues tocooperate with the SEC, and is committed to resolving all issuesin connection with the investigation and regaining compliance withall SEC filing requirements as soon as possible.

DELPHI CORP: Asks Court to Further Expand KPMG's Scope of Work--------------------------------------------------------------Delphi Corporation and its debtor-affiliates ask the U.S.Bankruptcy Court for the Southern District of New York to furtherexpand the scope of KPMG LLP's services.

Delphi Corporation Vice President and Chief Restructuring OfficerJohn D. Sheehan assures the Court that the proposed services ofKPMG will not be unnecessarily duplicative of those provided bythe Debtors' other professionals.

KPMG has agreed to apply a voluntary 25% discount for its feesfor international tax package improvement project services.Consequently, the Debtors will pay KPMG these hourly ratesinternational tax improvement project services:

KPMG has agreed to apply a voluntary 62.6% discount for itsspecial investigation fees. The Debtors will pay KPMG's SeniorAssociates an hourly rate of $140.

The Debtors will pay KPMG a Transfer Services Fee equal to thelesser of (i) the fees represented by the actual time incurred tocomplete the project at KPMG's standard hourly rates, or (ii)$45,000.

KPMG has agreed to apply a voluntary 40% discount to its fees forfinancial close, consolidation and management reportingprocesses. The Debtors will pay KPMG these discounted hourlyrates for consolidation and management report processingservices:

The Debtors will reimburse KPMG for all incurred necessaryexpenses, including travel, lodging, meals, telephone,videoconferencing, word-processing, graphics, and administrativesupport.

Mr. Sheehan informs the Court that without the Debtors' priorwritten approval, KPMG may subcontract with certain other KPMGMember Firms to provide services to the Debtors. KPMG will,however, remain fully and solely responsible for all of itsliabilities and obligations to the Debtors.

The expansion of KPMG's services is far more beneficial to andconservative of Debtors' estate resources than would be the caseif each engagement between the Debtors and KPMG required alengthy and expensive retention application, Mr. Sheehan asserts.

Moreover, no bankruptcy policies will be offended by the proposedengagement because it does nothing to effect the administrationof the Debtors' Chapter 11 cases, Mr. Sheehan adds.

DIRECTV GROUP: Earns $370.2 Million in 2006 Third Quarter---------------------------------------------------------The DIRECTV Group Inc. reported $370.2 million of net income on$3.7 billion of revenues for the third quarter endedSept. 30, 2006, compared with $94.6 million of net income on$3.2 billion of revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed$14.2 billion in total assets, $7.6 billion in total liabilities,$49.2 million in minority interests, and $7.9 billion instockholders' equity.

The company disclosed that the $433.6 million increase in totalrevenues was primarily due to the $354.7 million increase inrevenues of the DIRECTV U.S. segment, which resulted mostly fromhigher average monthly revenue per subscriber and an increase intotal subscribers, and an increase in revenues of $78.8 million atthe DIRECTV Latin America segment mostly resulting from the addedrevenues from the acquisition of SkyBrazil in August 2006, and anincrease in the total number of subscribers.

New Set-top Receiver Leased Program

On Mar. 1, 2006, DIRECTV U.S. introduced a new set-top receiverleased program. Set-top receivers leased to new and existingsubscribers will now be capitalized and depreciated over theirestimated useful lives. Prior to Mar. 1, 2006, most set-topreceivers were immediately expensed upon activation as asubscriber acquisition or upgrade and retention cost.

During the three months ended September 30, 2006, DIRECTV U.S.capitalized $203.5 million for set-top receivers leased to newsubscribers and $121.1 million for set-top receivers leased toexisting subscribers. Depreciation expense on these capitalizedreceivers was $44.5 million for the three months ended Sept. 30,2006.

Merger with Sky Brazil

On Aug. 23, 2006, the company completed the merger of its Brazilbusiness, Galaxy Brasil Ltda., with and into Sky Brazil, andcompleted the purchase of News Corporation's and Liberty'sinterests in Sky Brazil. As a result, the company now holds a 74%interest in the combined business. The purchase consideration forthe transaction amounted to $670 million, represented by$396.4 million in cash paid, of which we paid $362 million to NewsCorporation and Liberty in 2004, the $63.6 million fair value ofthe reduction of our interest in Galaxy Brasil Ltda., resultingfrom the merger and the assumption of $210.0 million of SkyBrazil's debt.

Patent Infringement Case Update

Concerning the April 4, 2005 patent infringement action filed byFinisar Corp. against the company for infringing on its U.S.Patent, the jury determined that the company willfully infringedthis patent and awarded approximately $78.9 million in damages.On July 7, 2006, the U.S. District Court for the Eastern Districtof Texas (Beaumontj) entered its final written judgment denyingFinisar's request for injunction and instead granted the company acompulsory license. Under the license the company is obligated topay Finisar $1.60 per new set-top box manufactured for usebeginning June 17, 2006 and continuing until the patent expires in2012. The Court also increased the damage award by $25 millionand awarded pre-judgment interest of $13.4 million to Finisar.

A notice of appeal to the Court of Appeals for the Federal Circuitwas filed on Oct. 5, 2006. Management of the company, afterdiscussions with their counsels, believes that they have a numberof strong arguments available on appeal, and although the outcomeis not assured, the company is confident that the judgment willultimately be reversed, or remanded for a new trial wherein thecompany will prevail. The company therefore has not recorded anyliability for this judgment nor record any expense for thecompulsory license.

* * *

Headquartered in El Segundo, California, The DIRECTV Group, Inc.(NYSE: DTV) -- http://www.directv.com/-- provides direct broadcast satellite service to more than 15 million customers inthe US and more than 1.5 million customers through its DIRECTVLatin America segment.

* * *

The DIRECTV Group Inc.'s long-term local and foreign issuercredits carry Standard & Poor's BB ratings. The ratings wereplaced on Aug. 9, 2004 with a stable outlook.

DOBSON COMMUNICATIONS: Earns $28 Million in Third Quarter of 2006-----------------------------------------------------------------Dobson Communications Corp. reported a $28 million consolidatednet income on $336.4 million of revenues for the third quarter of2006, compared with a $63.4 million consolidated net loss on$315.8 million of revenues for the same period in 2005.

The company's operating revenue consists of service, roaming, andequipment and other revenue. For the three months ended Sept. 30,2006, the company's service revenue increased due to an increasein average monthly service revenue per subscriber and additionalEligible Telecommunications Carrier revenue from qualifying highcost areas. For the three months ended Sept. 30, 2006, thecompany's roaming revenue increased as a result of the 26.4%increase in roaming minutes, which in turn was due to the expandedcoverage areas and increased usage, offset in part by a 14.1%decline in roaming revenue per minute-of-use due to lowercontractual rates.

For the 3 months ended Sept. 30, 2006, the company's equipmentrevenue increased due to the result of an increase in post-paidand pre-paid gross subscriber additions and an increase in thesales mix of higher priced, higher quality handsets. Otherrevenue increased for the three months ended Sept. 30, 2006, dueto the result of an increase of approximately $0.3 million relatedto residual payments under various agreements between the companyand the former AT&T Wireless, offset by a decrease in rentalrevenue due to tower sale and leaseback transactions during 2005.

In the third quarter of 2005, the company recorded a loss onredemption and repurchases of mandatory redeemable preferred stockof $66.4 million, and paid dividends on mandatory redeemablepreferred stock of $5.5 million. The company did not report anysuch loss and did not pay dividends on preferred stock in thecurrent quarter. This would account for the $28 millionconsolidated net income earned in the third quarter of 2006, asagainst a $63.4 million consolidated net loss for the same periodin the prior year.

Full-text copies of the company's consolidated financialstatements are available for free at:

On Aug. 2, 2006, the company, through its 100% owed subsidiary,Dobson Cellular Systems, Inc. completed the purchase of thewireless assets of New Horizons Telecom, Inc. and KodiakAssociation, Inc. and the wireless assets of Sitnasuak NativeCorp. and SNC Telecommunications, Inc. for a total purchase priceof $2.1 million.

On October 5, 2006, the Company, through its wholly ownedsubsidiary, American Cellular Corp., acquired Highland CellularLLC, which provides wireless service to West Virginia 7 RSA, andfour adjacent counties in West Virginia 6 RSA and Virginia 2 RSA.In addition, Highland Cellular owns Personal CommunicationServices, wireless spectrum in Virginia and West Virginia. Thecurrently served markets and additional spectrum are primarilysouth of markets that the Company owns and operates in westernMaryland, southern Ohio, southern Pennsylvania and West Virginia.Upon completion of the merger, Highland Cellular became a whollyowned subsidiary of American Cellular Corp. The total purchaseprice for Highland Cellular was approximately $95 million.

As reported in the Troubled Company Reporter on July 25, 2006,Standard & Poor's Ratings Services revised its outlook for DobsonCommunications Corp. and its wholly owned operating subsidiary,American Cellular Corp. to developing from negative and affirmedthe 'B-' corporate credit rating for both entities.

DORAL FINANCIAL: Hires Bear Stearns and JPMorgan as Advisors------------------------------------------------------------Doral Financial Corporation has selected Bear Stearns and JPMorganto assist the Company and its Board of Directors in evaluatingalternatives for refinancing Doral's $625 million floating ratesenior notes that mature in July 2007 and restructuring itsbalance sheet to reduce interest rate risk exposure and improveits future earnings profile.

"I am confident that these highly experienced firms will be ableto assist us in the development of the right solutions and theright way to implement the strategies developed, in a manner thatserves the long-term interests of Doral and its stakeholders,"said Glen Wakeman, Chief Executive Officer.

As reported in the Troubled Company Reporter on Oct. 31, 2006,Standard & Poor's Ratings Services removed from CreditWatch andaffirmed its ratings on Doral Financial Corp., including its 'B+'counterparty rating. The ratings were placed on CreditWatch withnegative implications on April 19, 2005. The outlook is negative.

At Sept. 30, 2006, the Company's balance sheet showed$54.528 million in total assets and $105.504 million in totalliabilities, resulting in a $50.975 million stockholders' deficit.The Company had a $19.301 million deficit at Dec. 31, 2005.

The Company's September 30 balance sheet also showed strainedliquidity with $48.794 million in total current assets availableto pay $86.580 million in total current liabilities.

Third Quarter 2006 Performance

For the third quarter of 2006, the Company reported a net lossattributable to common stockholders of $17.5 million as comparedwith $15.7 million for the comparable period in 2005.

For the nine months ended Sept. 30, 2006, the Company reported anet loss attributable to common stockholders of $58.4 millioncompared with $36.0 million for the comparable period in 2005.

At Sept. 30, 2006, cash and cash equivalents and marketablesecurities totaled $47.3 million as compared with $97.6 million atDec. 31, 2005.

Revenue for the third quarter of 2006 was $1.1 million comparedwith $1.4 million for the comparable period last year. Revenuefor the nine months ended Sept. 30, 2006, was $3.7 millioncompared with $7.3 million for the comparable period in 2005.

Revenue for the three and nine months ended Sept. 30, 2006,consisted of $1.1 million and $3.7 million, respectively, ofamortization of the $35.0 million fee the Company received on thesigning of the license, research and development agreement for itscollaboration with Merck over the estimated research anddevelopment period, compared with $1.4 million and $5.3 million,respectively, in the comparable period in 2005.

In the nine months ended Sept. 30, 2005, the Company also realizeda $2.0 million milestone payment under DOV's partnership agreementwith Neurocrine Biosciences Inc. upon the acceptance of the NewDrug Application by the U.S. Food and Drug Administration forindiplon tablets for the treatment of insomnia.

The increase in payroll and payroll-related expenses is primarilythe result of an increase in non-cash stock compensation of$801,000 related to the adoption of SFAS 123(R) offset by anoverall decrease in headcount.

Interest expense for the three and nine months ended Sept. 30,2006, includes non-cash amortization of $2.1 million of deferredissuance costs on the Company's convertible subordinated debt aswell as contractual interest expense of 2.5% on the outstandingbalance.

Debt conversion and other expense for the three and nine monthsended Sept. 30, 2006, includes a $5.6 million non-cash chargerelated to the additional shares issued to induce the exchange ofan aggregate of $10 million in original principal amount of theCompany's outstanding convertible debentures for 3,445,000 sharesof its common stock.

NASDAQ Delisting

DOV shares were no longer listed for trading on a nationalsecurities exchange as of Oct. 27, 2006. The delisting of theCompany's common stock represents a "fundamental change" under theindenture governing its 2.50% Convertible Subordinated Debenturesdue 2025.

As a result, DOV is obligated to offer to repurchase thedebentures. The Company offered to repurchase the debentures onNov. 9, 2006.

There are currently $70 million in aggregate principal amount ofdebentures outstanding. Holders of the debentures will have theoption, but not the obligation, to require the Company torepurchase their debentures at 100% of the principal amount of thedebentures, plus any accrued and unpaid interest.

The Company has retained Houlihan Lokey Howard & Zukin Capital,Inc. to serve as its financial advisor to assist with itsevaluation of strategic alternatives and restructuring effortswith respect to the debentures.

New Strategic Direction

DOV announced in October 2006 a new strategic direction in whichthe Company will focus its internal efforts on its Phase I and IIclinical and pre-clinical research programs for the developmentand discovery of drugs to treat neuropsychiatric disorders,advance the Company's later-stage drug development programsthrough external partnerships and collaborations, and optimize theCompany's financial position.

As a result of this new strategic direction, DOV announced that itwould further reduce its in-house late stage clinical developmentexpenditures such as those associated with bicifadine, its novelanalgesic in Phase III for pain.

Currently, DOV has drug development programs that are at the pre-clinical, Phase I and Phase II clinical stages. These include DOV21,947 (entering Phase II for depression), DOV 102,677 (Phase Ifor alcohol abuse) and an active preclinical discovery program inreuptake inhibitors and GABA modulators.

The Company also has retained an investment-banking firm, HSBCSecurities (USA) Inc., to identify and evaluate its strategicoptions.

Management raised substantial doubt about the Company's ability tocontinue as a going concern. If the Company is unable to raisesufficient funds to repurchase the requisite amount of debenturesor restructure its obligations under its 2.50% ConvertibleSubordinated Debentures due 2025, it may be forced to seekprotection under the United States bankruptcy laws.

About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)-- http://www.dovpharm.com/-- is a biopharmaceutical company focused on the discovery, acquisition, and development of noveldrug candidates for central nervous system disorders. TheCompany's product candidates address some of the largestpharmaceutical markets in the world including depression, pain andinsomnia.

DOV PHARMACEUTICAL: Offers to Repurchase all 2.5% Sub. Debentures-----------------------------------------------------------------DOV Pharmaceutical Inc. is offering to repurchase all of its 2.50%Convertible Subordinated Debentures due Jan. 15, 2025, as requiredby the Indenture dated Dec. 22, 2004, by and between DOV and WellsFargo Bank, National Association, as Trustee.

DOV said it is obligated to provide this notice as a result of thedelisting of its common stock from The NASDAQ Global Market onOct. 27, 2006.

The delisting of DOV's common stock from The NASDAQ Global Marketconstituted a "fundamental change" under the Indenture governingthe Debentures. As a result, DOV is obligated under the Indentureto make an offer to repurchase to all holders of its Debentures.There are currently $70 million in aggregate principal amount ofDebentures outstanding.

Holders of the Debentures have the right, beginning as of Nov. 10,2006, to surrender their Debentures for cash as contemplated bythe Indenture. The option will expire at 5:00 p.m. New York Citytime on Jan. 2, 2007.

Each holder of Debentures has the right to require DOV torepurchase on Jan. 2, 2007, all or any part of a holder'sDebentures at a price equal to $1,012.50 per $1,000 of principalamount at maturity, which amount includes interest accrued but notyet paid, calculated in accordance with the Indenture. If alloutstanding Debentures are surrendered for repurchase, theaggregate cash purchase price will be approximately $70.9 million.

At Sept. 30, 2006, DOV has approximately $47.3 million in cash,cash equivalents and marketable securities that are not subject torestrictions on use, accounts payable and accrued expenses ofapproximately $12.1 million and $70 million in aggregate principalamount of the Debentures.

DOV cannot predict the number of holders of Debentures that willexercise their Option.

DOV does not presently have the capital necessary to repurchaseall or a significant portion of the Debentures if holders of allor a significant portion of the Debentures exercise their Option.

If DOV fails to pay for all Debentures tendered to it forrepurchase, an event of default will occur under the Indenture.

DOV currently has no commitments or arrangements for anyfinancing. It, however, continues to explore a variety ofinitiatives to address its current capital structure issues andimprove its liquidity position.

The Company has retained Houlihan Lokey Howard & Zukin CapitalInc. to serve as its financial advisor to assist with itsevaluation of strategic alternatives and restructuring effortswith respect to the Debentures.

In order to surrender Debentures for repurchase, a holder ofDebentures must deliver a repurchase notice to Wells Fargo, asTrustee under the Indenture and paying agent for the repurchase ofthe Debentures, before the expiration of the Option. Holders ofDebentures complying with the transmittal procedures of TheDepository Trust Company need not submit a physical repurchasenotice to Wells Fargo. Holders may withdraw any Debenturespreviously surrendered for repurchase at any time before theexpiration of the Option.

The Debentures are convertible (at any time prior to the close ofbusiness on the business day immediately preceding the date of theDebentures' stated maturity) into 43.9560 shares of DOV's commonstock, par value $0.0001 per share, per $1,000 principal amount atmaturity of Debentures, subject to adjustment under certaincircumstances.

Debentures as to which a repurchase notice has been given may beconverted into shares of DOV's common stock at any time before theclose of business on Jan. 2, 2007, only if the applicablerepurchase notice has been withdrawn in accordance with the termsof the indenture.

In the event DOV is unable to repurchase all Debentures tenderedto it in response to the Option, such failure to repurchase willconstitute an event of default under the Indenture governing theDebentures and all Debentures will remain outstanding.

About DOV Pharmaceutical

Somerset, New Jersey-based DOV Pharmaceutical Inc. (PS: DOVP.PK)-- http://www.dovpharm.com/-- is a biopharmaceutical company focused on the discovery, acquisition, and development of noveldrug candidates for central nervous system disorders. TheCompany's product candidates address some of the largestpharmaceutical markets in the world including depression, pain andinsomnia.

Bankruptcy Warning

Management raised substantial doubt about the Company's ability tocontinue as a going concern. If the Company is unable to raisesufficient funds to repurchase the requisite amount of debenturesor restructure its obligations under its 2.50% ConvertibleSubordinated Debentures due 2025, it may be forced to seekprotection under the United States bankruptcy laws.

At Sept. 30, 2006, the Company's balance sheet showed$54.528 million in total assets and $105.504 million in totalliabilities, resulting in a $50.975 million stockholders' deficit.The Company had a $19.301 million deficit at Dec. 31, 2005.

The Company's September 30 balance sheet also showed strainedliquidity with $48.794 million in total current assets availableto pay $86.580 million in total current liabilities.

DURA AUTOMOTIVE: Gets Interim Nod to Pay Foreign Vendor Claims--------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware granted, onan interim basis, DURA Automotive Systems, Inc.'s request to payclaims, prior to the filing for chapter 11 protection, owing tovendors, service providers, regulatory agencies, and governmentslocated in foreign jurisdictions, including claims for payment fordirect and indirect materials and services provided to theDebtors, as well as import or tax obligations.

The Debtors estimate they owe approximately $3,400,000 to ForeignVendors as of the Petition Date. Of that amount, the ForeignClaims of the foreign joint venture aggregate approximately$100,000.

The Debtors also request that they be authorized to permit allchecks issued by them to the Foreign Vendors, prior to the filingfor chapter 11 protection, to clear the Debtors' bank accounts.The Debtors further request that the banks honor, unless otherwisedirected, any and all checks drawn by the Debtors prior to thePetition Date to pay any of the obligations, prior to the filingfor chapter 11 protection, owing to the Foreign Entities that havenot cleared the banking system prior to the Petition Date and anyand all checks drawn by the Debtors after the Petition Date to payany claims, prior to the filing for chapter 11 protection, of theForeign Vendors.

Keith R. Marchiando, chief financial officer and vice president,emphasizes the satisfaction of the Foreign Claims will not bedeemed to be an assumption or adoption of any agreements thatrelate to those operations.

Mr. Marchiando tells the Court that the Debtors are making everyeffort to avoid interruptions in the supply chain and the adverseeffects that even a temporary break in the supply chain could haveon their businesses. Many of the Foreign Vendors supply goods orservices to the Debtors that are crucial to the Debtors' ongoingU.S. and Canadian operations. Moreover, Mr. Marchiando says, someof these Foreign Vendors supply goods or services to the Debtorsthat cannot be obtained from other sources in sufficient quantityor quality or without significant delays. The Debtors regularlytransact business with Foreign Vendors of this type in Brazil,China, Czech Republic, France, Germany, India, Japan, Korea,Mexico, Romania, Slovakia, Spain, the United Kingdom, andelsewhere in Europe and Asia. "[I]f these goods are not obtainedfrom Foreign Vendors without interruption, the Debtors likelywould not be able to fulfill their obligations to theircustomers."

Mr. Marchiando notes Foreign Vendors might be confused or haveguarded reactions to the U.S. bankruptcy process. "[T]here is asignificant risk that the nonpayment of even a single invoicecould cause a foreign vendor to stop shipping goods to the Debtorson a timely basis and completely sever its business relationshipwith the Debtors. But even short of that, nonpayment ofprepetition claims may cause Foreign Vendors to utilize extremecaution and adopt a wait-and-see attitude in approaching theunfamiliar territory of Chapter 11, resulting in costly delays inthe shipment of additional goods. The Debtors can ill afforddelays of this nature."

"If the Foreign Claims are not paid, the Foreign Vendors may takeprecipitous action against the Debtors based upon an erroneousbelief that they are not subject to the jurisdiction of the Courtand, thus, not subject to the automatic stay provisions of Section362(a) of the Bankruptcy Code," Mr. Marchiando notes.

The Debtors have a number of non-debtor affiliates located in morethan 15 foreign countries, and thus, the Foreign Vendors may alsotake action against those non-debtor affiliates, or against anyproperty owned by the Debtors themselves located in foreignterritory.

If Foreign Vendors fail to ship goods or refuse to do businesswith the Debtors because of a failure to pay the Foreign Claims,or if foreign governmental entities seize goods from sole-sourcesuppliers because of a failure to pay the Foreign Claims, theDebtors' manufacturing facilities utilizing those parts wouldlikely be forced to shut down less than 24 hours after the missedshipment, Mr. Marchiando says. Shortly after a shutdown of one ofthe Debtors' facilities, the Debtors' OEM Customers would likelybe forced to halt production of their products on one or more oftheir assembly lines. Shutting down one assembly line could causean affected OEM Customer to assert damages against the Debtorsexceeding $10,000,000 per day.

Thus, the Debtors to continue the payment of Foreign Claims on theagreement of the individual foreign vendor to continue supplyinggoods and services to the Debtors on terms that are consistentwith the historical trade terms between the parties. The Debtorspropose that the Customary Trade Terms apply for the remainingterm of the Foreign Vendor's agreement with the Debtors, as longas the Debtors agree to pay for those goods in accordance withthose terms.

The Debtors reserve the right to negotiate trade terms with anyvendor, as a condition to payment of any Foreign Claim, that varyfrom the Customary Trade Terms to the extent the Debtors determinethat those terms are necessary to procure essential goods orservices or are otherwise in their best interests.

If a Foreign Vendor accepts a payment on account of an obligationof the Debtors, prior to the filing for chapter 11 protection andthereafter, fails to provide the Debtors with the requisiteCustomary Trade Terms, then:

(a) any Foreign Payment received by the Foreign Vendor will be deemed an unauthorized postpetition transfer under Section 549 of the Bankruptcy Code that the Debtors may either:

(i) recover from the Foreign Vendor in cash or goods, or

(ii) at the Debtors' option, apply against any outstanding administrative claim held by that Foreign Vendor; and

(b) upon recovery of any Foreign Payment, the corresponding prepetition claim of the Foreign Vendor will be reinstated in the amount recovered by the Debtors, less the Debtors' reasonable costs to recover those amounts.

The Debtors also seek authorization, but not direction, to obtainwritten verification before issuing payment to a Foreign Vendorthat that Foreign Vendor will continue to provide goods andservices to the Debtors on Customary Trade Terms for the remainingterm of the Foreign Vendor's agreement with the Debtors; provided,however, that the absence of such written verification will notlimit their rights.

Finally, to facilitate the payment of Foreign Vendors and, thus,the avoidance of foreign actions against the Debtors and theirassets, the Debtors request that the banks be authorized andrequired to (a) honor any checks drawn against their accounts, butnot cleared prior to the Petition Date, and (b) complete an fundtransfer requests made but not completed prior to the PetitionDate.

In addition, the Debtors seek the Court's permission to issuepostpetition checks and to make postpetition fund transferrequests to replace any prepetition checks and transfers, prior tothe filing for chapter 11 protection, to Foreign Creditors thatmay be dishonored by the banks.

The Court will convene a hearing on November 20, 2006, at 1:00p.m. Eastern Time to consider final approval.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent designer and manufacturer of driver control systems, seatingcontrol systems, glass systems, engineered assemblies, structuraldoor modules and exterior trim systems for the global automotiveindustry. The company is also a supplier of similar products tothe recreation vehicle and specialty vehicle industries. DURAsells its automotive products to North American, Japanese andEuropean original equipment manufacturers and other automotivesuppliers.

EASY GARDENER: Court Confirms Amended Joint Plan of Liquidation--------------------------------------------------------------- The United States Bankruptcy Court for the District of Delawarehas confirmed the amended disclosure statement explaining EasyGardener Products Ltd. and its debtor-affiliates' amended jointplan of liquidation.

The Court determined that the Plan satisfies the 16 standards forconfirmation under Section 1129(a) of the Bankruptcy Code.

Overview of the Plan

The Debtors' Plan, as published in the Troubled Company Reporteron Sept. 27, 2006, is premised upon a limited substantiveconsolidation of the Debtors' estates solely for purposes ofactions associated with the confirmation and consummation of thePlan. Under the Plan, the Debtors will be deemed substantivelyconsolidated for distribution purposes as of the ConfirmationDate, and all Intercompany Claims will be eliminated.

The Plan does not contemplate the merger or dissolution of any ofthe Debtors or the transfer or commingling of assets of theDebtors, except to accomplish the distributions to creditorscontemplated under the Plan.

Treatment of Claims

All Allowed Administrative Claims will be paid in full on thelater of the effective date, the date the claim becomes an allowedadministrative claim, or as soon as practical.

All Allowed Priority Tax Claims will be paid in full on theeffective date, except those claims that have been paid before theeffective date.

All Class 1 Allowed Other Priority Claims will be paid in full onthe later of the effective date, the date the claim becomes anallowed other priority claim, or as soon as practical.

All Class 2 Allowed Lenders' Claims will be paid from the proceedsof the asset sale, under the conditions stated in the Sale Orderand the Final DIP Financing Order.

Class 3 Allowed Other Secured Claims are impaired. Except if acreditor agrees to a different treatment, each holder of anAllowed Other Secured Claim will receive the collateral securingthe claim, as is, where is. All costs associated with obtainingthe collateral will be borne by the creditors. Any portion notsatisfied by the return of the collateral will be treated as ageneral unsecured claim.

Holders of Class 4 Allowed General Unsecured Claims will receive apro rata share of 90% of the Net Available Funds within 30 daysafter the effective date. The remaining 10% will be retained bythe Debtors until the Final Distribution. The Debtors expectgeneral unsecured creditors to receive 20% to 25% of their claims.

Class 5 Equity Interests will not receive anything under the Plan.

A full-text, redlined, copy of the Debtors' First AmendedDisclosure Statement is available for a fee at:

ENRON CORP: Judge Lake Vacates Conviction Of Kenneth Lay--------------------------------------------------------As widely reported, the Honorable Sim Lake of the U.S. DistrictCourt for the Southern District of Texas vacated the convictionof former Enron Corp. CEO and founder Kenneth Lay, ruling thatMr. Lay's death before he could file an appeal practically voidedhis conviction.

Judge Lake ruled that under existing federal laws that were usedas precedent ruling by the Fifth Judicial District, a defendant'sconviction could be dismissed if the defendant dies before he orshe could appeal the conviction.

On May 25, 2006, the jury found Mr. Lay and his co-accused,former Enron CEO Jeffrey Skilling guilty of conspiracy andsecurities and wire fraud in the Enron fraud case. Mr. Lay diedof a heart attack on July 5, 2006, while vacationing in Aspen,Colorado.

Appeals Court Upholds Ruling

The 5th U.S. Circuit Court of Appeals affirmed the ruling ofJudge Lake who vacated the conviction of former Enron Corp.CEO and founder Kenneth Lay. Judge Lake had ruled that Mr. Lay'sdeath before he could file an appeal practically voidedhis conviction.

Former Enron shareholder Russell Butler filed the appeal, seekingan order of restitution based on Mr. Lay's conviction under theCrime Victims' Rights Act of 2004, The Associated Press reported.

The three-judge panel in the Appellate Court, however, denied theappeal, citing that, "Unless the law of this circuit ... ischanged retroactively by Congress, by the Supreme Court or bythis court revisiting our precedent ... we and the courts of thiscircuit are bound to apply and enforce the doctrine ofabatement."

ENRON CORP: Judge Werlein Sentences Two Former Officers to Prison-----------------------------------------------------------------The Honorable Ewing Werlein of the U.S. District Court for theSouthern District of Texas, Houston Division, imposed prisonsentences on former Enron Corp. executives Michael Kopper and MarkKoenig for their part in the criminal activities at Enron that ledto its financial collapse and bankruptcy filing in 2001.

Judge Werlein sentenced Mr. Kopper to three years and one month inprison and Mr. Koenig to 18 months in prison. Judge Werlein alsoordered Messrs. Kopper and Koenig to pay $50,000 in fines.

Judge Werlein's light sentence on the two defendants was inconsideration for their cooperation with the U.S. government'scriminal investigation in the collapse of Enron.

In August 2002, Mr. Kopper pleaded guilty to conspiracy and moneylaundering in exchange for agreeing to accept a maximum 15-yearprison sentence for his criminal acts. Mr. Kopper also agreed toforfeit about $12,000,000 of his earnings from Enron.

Mr. Koenig pleaded guilty in August 2004 to securities fraud inconnection with his employment at Enron. As part of his pleaagreement with the U.S. government, he agreed to a statutorymaximum sentence of 10 years in prison and pay disgorgement and acivil penalty totaling $1,493,572 through forfeiture andimposition of a fine.

According to the terms of the agreement, Barclays will pay theDebtors $144,000,000 in cash and the Debtors, in turn, will allowBarclays claims filed in the bankruptcy case totaling$310,000,000.

Barclays did not admit to any wrongdoing or liability in thesettlement.

John J. Ray III, Enron's Board Chairman, said, "The Barclaysagreement is the ninth settlement reached with the financialinstitutions. Today's announcement reflects our determination toresolve the litigation and continue to deliver value to creditorsas quickly as possible, and reflects the lesser role played byBarclays relative to others involved in the litigation."

The settlement remains subject to the execution of definitiveagreements and the approval of the United States Bankruptcy Courtfor the Southern District of New York. Financial institutionsyet to settle with the Debtors include Citigroup Inc. and DeutscheBankAG.

According to Reuters, Barclays said that its 2006 earnings wouldnot be impacted by the $144,000,000 because an adequate provisionhad already been made for the likely cost in prior periods.

The Debtors are represented in this matter by Susman Godfrey LLP,Togut, Segal & Segal, and Venable LLP.

According to Ms. Richard, ENOI has eliminated most of theconditions to the Effective Date and added an outside EffectiveDate of June 30, 2007. Among other things, ENOI has removed theprovisions of the City Council's issuance of resolutions regardingthe 2006 Gas FRP Application, the 2006 Electric FRP Application,the Storm Cost Recovery Riders, and the Storm Reserve Rider; andENOI's assurances of receiving the $250,000,000 Katrina InsuranceProceeds and the $200,000,000 Community Development Block GrantFunds.

FGIC wants to propose a plan because it is no longer satisfiedwith the First Mortgage Bonds it originally insured, Ms. Richardasserts.

In addition, Ms. Richard argues that, terminating ENOI'sExclusivity Period to allow FGIC to file a competing plan ofreorganization will only create confusion among the parties-in-interest, the CDBG releasing process, and ENOI's regulators.

Ms. Richard adds that a competing plan process will add to theexpense, delay and confusion of ENOI's bankruptcy proceedingbecause the competing plan process is complicated. Adding to thedelay and confusion is that the Court would first have todetermine whether both plans would be circulated together with ashared disclosure statement or if each will go out separately, andif so, whether they will go out at different times.

Additionally, a completing plan will also strain ENOI's managementresources to work on a disclosure statement for another plan, timewhich could be more profitably spent preparing for emergence fromChapter 11 under the full recovery plan proposed ENOI, Ms. Richardsays. She adds, it is also possible that the competing planprocess will delay the Dec. 7, 2006 Disclosure Statement Hearingpast the point at which confirmation of ENOI's Plan could haveotherwise occurred.

Furthermore, according to Ms. Richard, two competing plans willmake the confirmation process more complex because each proponentwill oppose confirmation of each other's plan, objections to bothplans will be lodged, briefed and must be decided, and the Courtmust additionally determine which of the two plans to confirm,which will all contribute to the delay and confusion in theconfirmation process.

(1) inappropriately categorizes the holders of Bonds as unimpaired while unilaterally overriding the Court- approved December 7, 2005 settlement;

(2) raises serious concerns about ENOI's future liquidity; and

(3) substantially delays the Plan's Effective Date unnecessarily.

Rudy J. Cerone, Esq., at McGlinchey Stafford, PLLC, in NewOrleans, Louisiana, notes that because the Plan fails to providesufficient liquidity for ENOI to sustain its future operations,ENOI's creditors, including the Bondholders and the holders ofLitigation Claims, will be harmed if ENOI is permitted to proceedwith its efforts to confirm its Plan on an exclusive basis.

Mr. Cerone explains that under the Plan, ENOI cannot satisfySection 1129(a)(11) because it will not retain sufficientliquidity to satisfy its future capital requirements. ENOI alsofails to satisfy Section 1123(a)(3), which requires a Plan to"specify the treatment of any class of claims or interests that isimpaired under the plan."

Mr. Cerone asserts that if the Court grants FGIC's request, itsalternative plan will correct the deficiencies in ENOI's currentPlan, and facilitate a fair and efficient outcome of ENOI'sChapter 11 case that would be beneficial to creditors and otherparties-in-interest.

Parties Support Termination

(1) Ad Hoc Bondholder Committee

An ad hoc committee of holders of the first priority mortgagebonds issued by Entergy New Orleans, Inc., supports the FinancialGuaranty Insurance Company's request for:

(i) the termination of the exclusive periods within which ENOI may file, and solicit acceptances of, a plan of reorganization, and

(ii) authority to file a plan of reorganization.

According to David S. Rosner, Esq., at Kasowitz, Benson, Torres &Friedman LLP, in New York, the Bondholder Committee was organizedwhen it learned of the terms of ENOI's Chapter 11 Plan ofReorganization dated October 23, 2006, which attempts "toreinstate" the Bonds' below market interest rates while, throughthe guise of "unimpairment," strips collateral and illegallyshifts over $12,500,000 from the Bondholders to ENOI's controllingparent, Entergy Corporation.

ENOI's Plan discriminates against the Bonds and is neither fairnor equitable because it strips from Bondholders their legalentitlement to full interest payment and collateral protection,Mr. Rosner asserts.

The Bondholder Committee believes that ENOI's Plan is neitherconfirmable nor susceptible to nonconsensual confirmation, and ifpursued in exclusivity, will lead to unnecessary and wastefullitigation. Specifically, the Bondholders Committee asserts thatENOI's Plan:

(1) decidedly "impairs" the Bond claims and it does not cure all defaults under the Bond Indenture;

(2) does not provide the Bonds with the collateral protection that the Indenture provides, nor does it pay to the Bondholders the interest due; and

(3) does not compensate the Bondholders for damages caused by Bondholders' reasonable reliance on the Indenture.

The Bondholder Committee expects that FGIC will lead to aconfirmable plan through further negotiation or through proposalof an alternative plan that, unlike ENOI's Plan, will satisfy therequirements of Section 1129 of the Bankruptcy Code.

The Bondholder Committee has started to work with FGIC and expectsthat it will quickly and consensually be able to complete withFGIC the terms of a confirmable plan. It has not yet read FGIC'splan and cannot say whether it agrees with each of its terms.

"However, to be clear, the Bondholder Committee is not planning tofile its own plan; but rather, is planning to work with FGIC topromote a fair and fully consensual plan among the Debtor'screditors." Mr. Rosner says.

(2) BNY

The Bank of New York, as Successor Trustee, supports FGIC'srequest on grounds that some of the conditions for the EffectiveDate of the Plan may never occur. The conditions include:

-- the City of New Orleans' issuance of resolutions regarding the 2006 Gas FRP Application, the 2006 Electric FRP Application, the Storm Cost Recovery Riders, and the Storm Reserve Rider,

-- ENOI's assurance that it will receive $250,000,000 in Katrina Insurance Proceeds and the $200,000,000 of CDBG Funds in cash, and

-- ENOI will obtain a final order from the U.S. Federal Energy Regulatory Commission authorizing ENOI's issuance of short-term debt securities under credit arrangements, the Entergy System Money Pool, and unilateral arrangements with Entergy Corp.

Douglas S. Draper, Esq., Heller, Draper, Hayden, Patrick & Horn,L.L.C., in New Orleans, Louisiana, says that creditors andparties-in-interest should not be placed in the untenable positionof litigating over the confirmation of a plan that may neverbecome effective if even one of the many conditions provided byENOI does not occur.

Mr. Draper asserts that the Plan also violates the terms of theDec. 7, 2005 settlement agreement, which provides, among otherthings, that BNY will be granted a lien on all of ENOI's assetssecuring the DIP Lien, which include all pre and postpetitionproperty of ENOI, whether existing on or acquired after thePetition Date, in addition to the Bond Collateral.

The Official Committee of Unsecured Creditors says that ENOI'sPlan is unacceptable and unconfirmable as a matter of law.

The Creditors Committee notes that the Plan fails to pay unsecuredclaims postpetition interest while preserving the equity forEntergy Corp., which means any statement that the Plan will "fullycompensate the creditors", is a misrepresentation by ENOI.

Philip K. Jones, Esq., at Liskow & Lewis, APLC, at New Orleans,Louisiana, explains that without payment of postpetition interest,the unsecured creditors are impaired under Section 1124 of theBankruptcy Code, a treatment that the Creditors Committee opposes.He notes that a solvent debtor like ENOI cannot satisfy the "fairand equitable" test of Section 1129(b)(2) unless it payspostpetition interest, nor can it satisfy the absolute priorityrule of Section 1129(a)(7)(A)(ii).

Mr. Jones also argues that the Effective Date under the Plan isephemeral at best because it is subject to conditions that maynever occur, will occur in 2008 and 2009, or are solely at thediscretion of Entergy Corp. or ENOI, which is completelycontrolled by Entergy.

The Creditors Committee also disputes ENOI's arguments that acompeting plan will cause confusion, delay or difficulty in theplan confirmation process. Mr. Jones asserts that the ability ofFGIC or any other party to propose an alternative plan will notadversely affect ENOI but could assure that a confirmable plan ispresented and considered by the Court as soon as possible.

Apache Corporation supports the Committee's position on theTermination Motion.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.-- http://www.entergy-neworleans.com/-- is a wholly owned subsidiary of Entergy Corporation. Entergy New Orleans provideselectric and natural gas service to approximately 190,000 electricand 147,000 gas customers within the city of New Orleans. EntergyNew Orleans is the smallest of Entergy Corporation's five utilitycompanies and represents about 7% of the consolidated revenues and3% of its consolidated earnings in 2004. Neither EntergyCorporation nor any of Entergy's other utility and non-utilitysubsidiaries were included in Entergy New Orleans' bankruptcyfiling. Entergy New Orleans filed for chapter 11 protection onSept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697). Elizabeth J.Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,Waechter, Poitevent, Carrere & Denegre, L.L.P., represent theDebtor in its restructuring efforts. Carey L. Menasco, Esq.,Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,at Liskow & Lewis, APLC, represent the Official Committee ofUnsecured Creditors. When the Debtor filed for protection fromits creditors, it listed total assets of $703,197,000 and totaldebts of $610,421,000. (Entergy New Orleans Bankruptcy News,Issue No. 27; Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/or 215/945-7000)

ENTERGY NEW ORLEANS: Court Approves Certain Transfers of Claims---------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Louisianaapproves the transfers of the claims of Chain Electric Company,Killen Contractors, Inc., NRG Power Marketing, Inc., OsmoseUtilities Services, Inc., and Don Bohn Ford Inc.

As reported in the Troubled Company Reporter on Nov. 10, 2006,the Bankruptcy Clerk of the Court recorded 14 claim transfers inEntergy New Orleans Inc. and its debtor-affiliates' chapter 11cases, as of Nov. 2, 2006:

This deal is backed by 24 loans to franchise automobiledealerships, several of which have been experiencing problems. Twoobligors had recent disruptions in floorplan financing, andforeclosure proceedings are in process in relation to a thirdloan. Falcon Financial II, LLC expects near-term sales withstrong recoveries of principal and interest on two of these loans,and less certain recoveries and longer time to resolution on thethird. Several other dealerships have seen some deterioration inperformance during 2006. The downgrade actions reflect the impactof these developments and updated expectations on pool credit.

FERRO CORP: Plans Closure of Niagara Falls Plant in 2007--------------------------------------------------------Ferro Corporation plans to close its Niagara Falls, New York,facility by the end of 2007.

Approximately 150 employees are located at the facility, whichsupplies a range of dielectric and industrial ceramic products forthe electronic materials and other marketplaces. The activitiescurrently performed at Niagara Falls will be gradually transferredto other Ferro facilities.

"The Niagara Falls facility has been impacted by changes in itsmarkets," said Barry Russell, Vice President of Ferro ElectronicMaterial Systems. "Demand for the types of products produced atthe Niagara Falls facility has diminished greatly over the lastseveral years. The remaining volume of business is insufficientto support the current manufacturing capacity and this is notexpected to change in the future.

"Ferro regrets the impact that this difficult, but necessary,business decision will have on our employees. However, theproposed closure will allow us to remain competitive and at thesame time retain the flexibility needed to support future businessgrowth."

Ferro also maintains a production facility in Penn Yan, New York.That site employs about 207 and also produces materials for theelectronic materials market. Ferro anticipates that the transferof a portion of the work currently being done in Niagara Fallswill add approximately 25 jobs at the Penn Yan facility, whileother work transfer is expected to add about 16 jobs at Ferro'ssite in Uden, The Netherlands.

FOREST CITY: Hallandale Beach Okays The Village Development-----------------------------------------------------------Magna Entertainment Corp. and Forest City Enterprises, Inc.received final approval from the city of Hallandale Beach, Floridafor the development of The Village at Gulfstream Park, paving theway for a planned Spring 2007 groundbreaking for Phase 1 of the60-acre, master-planned lifestyle destination.

The Village at Gulfstream Park, to be built around MEC'sthoroughbred racetrack, will offer fashion and home accessoryshops, destination retailers, signature restaurants, outdoorcafes, unique entertainment options and a residential live/workenvironment. The first phase will include 375,000 square feet oflifestyle retail, featuring 70 upscale shops and specialty storesand 70,000 square feet of office space, which is expected to be upand running in Fall 2008.

The Village, to be built over 15 years, calls for 1,500 condos,750,000 square feet of retail space, 140,000 square feet of officespace, a 500-room hotel and a 2,500-seat cinema. The project willinvolve the construction of 225 affordable/workforce-housing unitsboth on the site itself and in neighborhoods within the city. Itis expected to generate more than $22 million in taxes and createmore than 2,800 permanent jobs.

"With the successful approval of the entitlements we look forwardto the many benefits of the combination of Gulfstream'sextraordinary location and entertainment experience with thecapabilities of Forest City, one of the pre-eminent developmentcompanies in the United States, which puts us in a position tocreate a compelling retail-entertainment destination for virtuallyevery type of consumer," Frank Stronach, Chairman of MEC, said.

"Forest City is extremely pleased to have received final projectapproval for the project. Given the unique integration with MEC'spremier thoroughbred horse racing facility, The Village will beone of the highest profile, most exciting and vibrant developmentsof its kind in the country," commented Brian Ratner, president ofEast Coast Development, Forest City. "Our vice president ofretail leasing is in Europe right now talking with potentialtenants to bring unique retailers to this location."

About The Village

The Village at Gulfstream Park is located in the heart of theMiami, Dade, Broward, and West Palm Beach area. The City ofHallandale Beach, is situated along US1 South Florida and nearI-95, the major north/south interstate along the Eastern UnitedStates.

About Magna Entertainment

Magna Entertainment Corp. (NASDAQ: MECA; TSX: MEC.A)-- http://www.magnaentertainment.com/-- North America's number one owner and operator of horse racetracks, based on revenues,acquires, develops, and operates horse racetracks and relatedcasino and pari-mutuel wagering operations, including off-trackbetting facilities. Additionally, MEC owns and operatesXpressBet(R), a national Internet and telephone account wageringsystem, and Horse Racing TV(TM), a 24-hour horse racing televisionnetwork.

About Forest City Enterprises

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc. isa $5.9 billion NYSE-listed real estate company. The Company isprincipally engaged in the ownership, development, acquisition andmanagement of commercial and residential real estate throughoutthe United States. The Company's portfolio includes interests inretail centers, apartment communities, office buildings and hotelsin 20 states and the District of Columbia.

* * *

As reported on the Troubled Company Reporter on Oct. 6, 2006,Standard & Poor's Ratings Services affirmed its 'BB+' rating onForest City Enterprises Inc. The rating affirmation affectsroughly $550 million in rated senior notes. The outlook remainedstable.

GENERAL NUTRITION: Higher Debt Load Cues Moody's to Junk Ratings----------------------------------------------------------------Moody's Investors Service downgraded the corporate family ratingof GNC Parent Corporation to B3 and the $425 million holdingcompany note issue to Caa2.

GNC Parent Corp. ultimately owns General Nutrition Centers, Inc.Proceeds from the new debt principally will be used to retire itsPIK preferred stock for $149 million and to pay a $287 milliondividend.

Relative to the prior capital structure that was rated on Nov. 8,the holding company note issue was upsized to $425 million from$325 million and the dividend was also increased. The downgradeof the corporate family rating was prompted by Moody's opinionthat the incremental debt will cause financial flexibility tomaterially weaken.

In addition to issuance of these holding company notes, thecompany also reported that it is exploring strategic alternativessuch as a sale of the company or an initial public offering.

Moody's downgraded and reassigned the ratings from GeneralNutrition Centers, Inc. to GNC Parent Corporation in order toregularize Moody's ratings.

GNC's corporate family rating of B3 balances the company'saggressive financial policy, weak credit metrics, and revenuevulnerability to new product introductions against certainqualitative aspects that have low investment grade or high non-investment characteristics. Weighing down the overall rating withB characteristics are the company's shareholder enhancement policyand credit metrics that have remained weak since the November 2003leveraged buyout. The ongoing challenges in matching changes inconsumer preferences for VMS products also constrain the ratings.The company's geographic diversification and the relative lack ofcash flow seasonality have solidly investment grade scores, whilethe company's scale and widespread consumer recognition of the GNCname in the intensely competitive segment of vitamin, mineral, andnutritional supplement retailing have Ba scores.

The stable rating outlook recognizes that the recent negativetrends in sales and operating profit have turned positive, andthat most proforma credit metrics are appropriate for a B ratedcredit.

Moody's expects that, while future free cash flow will be smallrelative to total debt, a large portion of future discretionarycash flow will be applied to balance sheet improvement. Apermanent decline in cash balances or revolving credit facilityavailability that would result if free cash flow fell below break-even, a return to declining store-level operating performance, oranother sizable shareholder enhancement activity would cause theratings to be lowered.

Given the sizable contribution to operating profit from franchiseroyalties, difficulties or closure of many franchisees also wouldnegatively impact the ratings. Specifically, debt to EBITDA closeto 7 times, EBIT to interest expense below 1 time, or negativefree cash flow to debt would cause ratings to be lowered. In thenear term, a rating upgrade is unlikely.

Ratings could eventually move upward if the company establishes along-term track record of sales stability and improved margins,the system expands both from new store development and existingstore performance, and if financial flexibility were tosustainably strengthen such that EBIT coverage of interest expenseapproaches 1.5x, leverage falls toward 5.5x, and Free Cash to Debtconsistently exceeds 3%.

a. assist the Trustee in evaluating and pursuing avoidable transfers, if any;

b. assist the Trustee in determining the extent of property of the bankruptcy estates;

c. give the Trustee legal advice with respect to his powers and duties as Trustee;

d. take such action as is necessary to preserve, protect and collect property of the bankruptcy estates;

e. prepare on behalf of the Trustee all necessary applications, answers, orders, objections, reports and other legal documents; and

f. perform any and all other legal services for the Trustee which may be necessary herein.

Hudson M. Jobe, Esq., an associate at Quilling Selander, disclosesthat the hourly rates charged by the law firm's bankruptcy grouprange from $175 to $250 for associates and $300 to $350 forpartners.

Mr. Jobe assures the Court that his firm is a "disinterestedperson" as the term is defined in Section 101(14) of theBankruptcy Code and does not hold or represent any interestadverse to the Debtors' estates.

GOODYEAR TIRE: Meets with Union to Discuss New Labor Deal---------------------------------------------------------The Goodyear Tire & Rubber Company disclosed Friday thatbargaining teams from the company and the United Steelworkers metlast week in Cincinnati. Goodyear presented copies of its latestproposals to the Union's full bargaining committee. Goodyearreviewed its proposals in detail and responded to questions fromthe Union's bargaining team. The Union made no new proposals.

The company said it is clear from the discussions that the twoprimary issues continue to be retiree health care and theannounced closure of the Tyler, Texas plant.

The United Steelworkers struck Goodyear on Oct. 5 after refusingto further extend a three-year master contract with the company.

About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest tire company. The company manufactures tires, engineered rubberproducts and chemicals in more than 90 facilities in 28 countries.It has marketing operations in almost every country around theworld. Goodyear employs more than 80,000 people worldwide.

As reported in the Troubled Company Reporter on Oct. 19, 2006,Standard & Poor's Ratings Services placed its 'B+' corporatecredit rating on Goodyear Tire & Rubber Co. on CreditWatch withnegative implications because of the potential for businessdisruptions and earnings pressures that could result from theongoing labor dispute at some of its North American operations.Goodyear has total debt of about $7 billion.

At the same time, the rating agency affirmed Goodyear's CorporateFamily Rating of B1 and negative outlook and revised itsSpeculative Grade Liquidity rating to SGL-2.

All other long-term ratings are unchanged.

The new unsecured notes will consist of a $0.5 billion floatingrate issue with a three year maturity, and a $0.5 billion fixedrate issue with a five year maturity. Both issues will benefitfrom upstreamed guarantees from Goodyear's material North Americansubsidiaries. Goodyear will use $515 million of the proceeds torepay maturing obligations in December ($215 million) and March2007 ($300 million) with the balance retained for generalcorporate purposes. The new financing will strengthen Goodyear'sliquidity profile as it works to resolve the strike affecting itsU.S. production capacity.

Scores for those qualitative attributes would normally track to ahigher Corporate Family rating.

However, the B1 rating considers Goodyear's relatively weakquantitative scores including leverage, which has stepped-upfurther from recent borrowings, low EBIT returns and weak FCF/debtratios. Contributions to pension plans will remain substantialfor another year before declining in 2008. Scores from thosequantitative factors counter qualitative strengths. The companyfaces challenges in restoring its balance sheet, resolving itsU.S. organized labor contract and contending with variouscontingent liabilities.

Nonetheless, debt levels have likely peaked and leveragemeasurements could quickly retreat should a satisfactory accord bereached with its North American union with incremental debtretired in short order.

The negative outlook anticipates that the strike will be settledwithin several months, but recognizes stepped-up leverage fromrecent financing, and weak demand in North American replacementtire markets. Several pro forma metrics already suggest lowerrating categories. However, leverage measurements could declineif the strike was resolved quickly, recent incremental debt wasunwound, and lower underfunded pension liabilities anticipated atyear end were recognized.

In addition, the company is positioned with strong liquidity andfaces minimal debt maturities until 2009. On balance, Moody'sbelieves the risks are weighted to the downside by these shortterm issues until the company's North American cost structure isresolved. Developments on these concerns could either evolverapidly or emerge over several months depending upon the outcomeof its labor negotiations.

Ongoing challenges also include maintaining and bolsteringprofitability in the face of elevated and volatile raw materialprices, generating adequate cash flow from its operations, andstrengthening its capital structure. Recent replacement tiredemand has been less than robust which could intensify competitionand pricing. Growth in replacement tire demand should also resumeover the intermediate period.

The last rating action was on Oct. 16 at which time the outlookwas changed to negative and the liquidity rating was lowered toSGL-3.

The B2, LGD4, 63% rating assigned to the new notes recognizestheir junior position relative to the company's first, second andthird lien credit facilities as well as the benefits of upstreamedguarantees from material North American subsidiaries, anenhancement that is not in place on certain other unsecured notes.

The SGL-2 liquidity rating, representing good liquidity over thenext 12 months, emphasizes substantial balance sheet cash sourcedthrough the recent revolving credit borrowings and note issuance.However, external liquidity is very limited as the company'sdomestic revolving credit is nearly fully utilized. The companyshould have adequate room under its financial covenants, but thecushion could diminish should North American results be adverselyaffected by the strike. While substantial assets have beenpledged, the company does have flexibility on the use of proceedsfrom prospective asset sales.

Goodyear Tire & Rubber Company, based in Akron, Ohio, is one ofthe world's largest tire companies with more than 100 facilitiesin 29 countries around the world. Products include tires,engineered rubber products, and chemicals. Revenues in 2005 wereapproximately $20 billion.

The delays will likely affect the timing of cash flows, whichpotentially could result in a breach of covenants related toGreektown's bank facility, possibly impacting its liquidityposition.

Moreover, the delays are likely to result in a covenant violationrelative to the company's agreement with the Michigan GamingControl Board, which in turn could force a sale of the casino.Greektown has requested that the MGCB provide a 12-month extensionfor it to achieve established revenue goals.

In resolving the CreditWatch listing, the rating agency willdiscuss with the company potential remedies for these issues, andassess potential additional support from Greektown's owner, theSault Ste. Marie Tribe of Chippewa Indians.

The NIM Notes are backed by a 100% interest in Class C and Class Pcertificates issued by HarborView Mortgage Loan Trust 2006-9.The underlying Class C certificates will be entitled to receivethe excess cash flows; the Class P certificates will be entitledto receive the prepayment charges, if any, generated by themortgage loans each month after payment of all the requireddistributions.

Payments on the NIM Notes will be made on the 19th of each month,commencing in November 2006. From 91% of available funds, thedistribution of interest and principal will be made sequentiallyto noteholders of Classes N-1 through N-4 until the principalbalance of each such class has been paid to zero, then anyremaining amounts may be paid to the holders of the Class Apreference shares, which are not rated by DBRS. From 9% ofavailable funds, any remaining amounts may be paid to the Class Spreference shares.

All the mortgage loans in the Underlying Trust were originatedor acquired by Countrywide Home Loans, Inc. The loans arefirst-lien option adjustable-rate mortgages, indexed to the12-month treasury average with a negative amortization feature.

Moody's ratings of the Notes address the ultimate cash receipt ofall required interest and principal payments, as provided by theNotes' governing documents, and are based on the expected lossposed to the Noteholders relative to receiving the present valueof such payments. The ratings of the Notes reflect the creditquality of the underlying assets--which consist primarily ofsenior secured loans-- as well as the credit enhancement for theNotes inherent in the capital structure and the transaction'slegal structure. The rating assigned to the Blended Securitiesaddresses solely the ultimate return of the Class J BlendedSecurities Rated Balance.

This is after the release of Hawaiian Telcom's 10-Q statement inwhich the company indicated that delays and limited systemfunctionality related to the development of its stand-alone back-office infrastructure are likely to continue over the next fewquarters.

Since April 2006 when the company terminated its transitionservices agreement with Verizon Communications Inc., the lack offull back-office system functionality has resulted in significantissues regarding customer care, order management, billing, andfinancial reporting. This situation is further exacerbated by theintensifying competitive environment for telecommunicationservices in Hawaii after the deployment of cable telephony byOceanic Time Warner Cable in mid-2005.

Year to date, incremental costs due to the systems-related delayin transition from Verizon and the need to augment limited systemfunctionality totaled $34 million.

Additionally, the company now believes that deficiencies infinancial controls related to the implementation of the newsystems have resulted in a material weakness in internal controls,which could lead to misstatements of financial statements.

Standard & Poor's review will focus on Hawaiian Telcom's abilityto implement a back-office infrastructure that is sufficientlyrobust to support the level of customer care and productdeployment needed to compete in a highly competitive market, theremediation of financial reporting controls to ensure accurate andtimely financial statement filings, and the company's ability torecover some of the incremental costs associated with systemdelays.

Given the rating agency's level of concern regarding HawaiianTelcom's ability to implement the necessary back-officeinfrastructure in a timely manner, any potential lowering of thecorporate credit rating may not be limited to one notch.

Hawaiian Telcom is an independent local exchange provider ofintegrated communication services throughout the State of Hawaii.At Sept. 30, 2006, the company had approximately 615,000 switchedaccess lines and about $1.4 billion in debt outstanding.

HERTZ CORP: S&P Holds BB- Corp Credit Rating with Negative Outlook------------------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings on HertzCorp., including the 'BB-' corporate credit rating, and removedthem from CreditWatch, where they were placed with negativeimplications June 26, 2006.

The outlook is negative.

"The rating affirmation is based on the successful completionyesterday of a $1.3 billion IPO by Hertz Global Holdings Inc.,Hertz Corp.'s parent, of which $1 billion proceeds will be used torepay a $1 billion loan that financed a $1 billion dividend toHertz's owners in June 2006," said Standard & Poor's creditanalyst Betsy Snyder.

"However, the negative outlook reflects the company's moreaggressive financial policy, with all of the proceeds fromthe IPO paid to the company's owners in the form of a dividend,rather than retaining some proceeds at Hertz."

The ratings on Park, Ridge, New Jersey-based Hertz reflect aweakened financial profile following its $14 billion leveragedacquisition in December 2005, its owners' very aggressivefinancial policy, and the price-competitive nature of on-airportcar rentals and equipment rentals.

Ratings also incorporate the company's position as the largestglobal car rental company and the strong cash flow its businessesgenerate.

Hertz was acquired from Ford Motor Co. by Clayton, Dubilier & RiceInc., The Carlyle Group, and Merrill Lynch Global Private Equity,who combined now own a 72% stake after the $1.3 billion IPO.

The acquisition, which added over $2 billion of debt to Hertz'sbalance sheet, has resulted in an increase in its borrowing costs,and credit ratios have weakened from their previous relativelyhealthy levels. Hertz's financial policy has become significantlymore aggressive since its acquisition. Its owners completed a $1billion debt-financed dividend just six months after acquiring thecompany and proceeds of the IPO, after$1 billion is used to repay debt incurred for the dividend, willbe paid to the owners as a dividend.

In addition, around two-thirds of the company's tangible assetsare now secured, versus around 10% prior to its acquisition.

Hertz, the largest global car rental company, participatesprimarily in the on-airport segment of the car rental industry.This segment, which generates approximately 56% of Hertz'sconsolidated revenues, is heavily reliant on airline traffic.Demand tends to be cyclical, and can also be affected by globalevents such as wars, terrorism, and disease outbreaks.

Hertz's financial policy has become considerably more aggressive.Its owners have taken $1.3 billion of dividends from the companyin less than a year, partially funded through debt that wassubsequently repaid with proceeds from an IPO.

Additional significant dividends would result in a downgrade. Ifthe company were to delever without further significant dividends,the outlook could be revised to stable.

INCO LTD: Common Stock Ceases Trading on NYSE---------------------------------------------Nov. 16, 2006 was the final day for trading of Inco Limited'scommon shares on the New York Stock Exchange. The Inco commonshares will continue to trade on the Toronto Stock Exchange, inboth Canadian dollars and U.S. dollars, until Jan. 3, 2007, thedate on which Inco has scheduled a special meeting of itsshareholders to consider an amalgamation transaction which wouldenable Companhia Vale do Rio Doce to acquire all of the Incocommon shares that it does not already own. CVRD acquiredapproximately 86.57% of the issued and outstanding common sharesof Inco pursuant to its recently completed take-over bid.

Inco's Board of Directors and management are working with CVRD toensure a smooth integration of the two companies, with a view tocreating a new global leader in the metals and mining industry.

About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --http://www.inco.com/-- produces nickel, which is used primarily for manufacturing stainless steel and batteries. Inco alsomines and processes copper, gold, cobalt, and platinum groupmetals. It makes nickel battery materials and nickel foams,flakes, and powders for use in catalysts, electronics, andpaints. Sulphuric acid and liquid sulphur dioxide are producedas byproducts. The company's primary mining and processingoperations are in Canada, Indonesia, and the U.K.

The rating action reflects the overall deterioration in the creditquality of the transaction's underlying collateral portfolio.

As reported in the Sept. 2006 trustee report, the weighted averagerating factor of the portfolio was 1677, significantly higher thanthe transaction's trigger level of 450. Similarly, the weightedaverage spread of the portfolio stood at 1.62%, below the triggerlevel of 1.8%. The overcollateralization tests for the Class Anotes and the Class B notes was reported to be 93.14%,significantly lower than the trigger level of 105.75%.

INTERTAPE POLYMER: Amends Debt Facilities to Ease Covenants------------------------------------------------------------Intertape Polymer Group Inc. executed definitive documentation toamend its credit facilities, in a manner, which will accommodatethe recent changes in its business results and provide it with theflexibility needed to manage its business.

The Company's credit facilities as amended will permit IPGto exclude from the calculation of its consolidated earningsbefore income taxes, depreciation and amortization up to$4.35 million in restructuring charges related to severanceand retail restructuring costs, goodwill impairment charges ofup to $120 million and costs associated with the amendment ofthe credit facilities, all of which are expected to be taken inthe fiscal quarters ending Dec. 31, 2006 or March 31, 2007.

"IPG appreciates the support of its Lenders in approving theseamendments," H. Dale McSween, Interim Chief Executive Officerstated. "The Company continues to implement its restructuringplan and the amendments are an important step in that process."

About Intertape Polymer

Based in Montreal, Quebec and Sarasota/Bradenton, Florida,Intertape Polymer Group Inc. (TSX: ITP)(NYSE: ITP) -- http://www.intertapepolymer.com/-- develops and manufactures specialized polyolefin plastic and paper based packaging productsand complementary packaging systems for industrial and retail use.The Company employs approximately 2450 employees with operationsin 18 locations, including 13 manufacturing facilities in NorthAmerica and one in Europe.

* * *

As reported in the Troubled Company Reporter on Oct. 6, 2006,Standard & Poor's Ratings Services placed its ratings, includingits 'B+' corporate credit rating, on Intertape Polymer Group Inc.on CreditWatch with negative implications. The CreditWatchplacement follows the company's announcement that its Board ofDirectors will initiate a process to explore various strategic andfinancial alternatives. The nature of options being explored andthe timeline of the exercise have not been announced, but theculmination of such an exercise could result in a change ofownership.

Moody's ratings of the notes address the ultimate cash receipt ofall required interest and principal payments, as provided by thenotes' governing documents, and are based on the expected lossposed to noteholders, relative to the promise of receiving thepresent value of such payments.

Moody's has also assigned a rating of Aaa to the$250,000 Combination Securities due March 5, 2048. The rating ofthe Combination Securities addresses the ultimate return ofprincipal at maturity.

ST Asset Management will be the collateral manager of thetransaction.

ISTAR FINANCIAL: Prices Public Offer of Common Shares-----------------------------------------------------iStar Financial Inc. priced the public offering of 11,000,000shares of its common stock at $44.50 per share. All of the shareswere offered by the Company.

The resulting gross proceeds from the offering will beapproximately $489.5 million. The net proceeds to the Companyafter deducting underwriting discounts and commissions andoffering expenses payable by the Company will be approximately$471.1 million. The Company has granted the underwriters a 30-dayoption to purchase up to an additional 1,650,000 shares of commonstock to cover over-allotments.

The Company intends to use the net proceeds from the offering forthe repayment of debt.

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/-- is a publicly traded finance company focused on the commercialreal estate industry. The Company provides custom- tailoredfinancing to high-end private and corporate owners of real estatenationwide, including senior and junior mortgage debt, senior andmezzanine corporate capital, and corporate net lease financing.The Company, which is taxed as a real estate investment trust,seeks to deliver a strong dividend and superior risk-adjustedreturns on equity to shareholders by providing the highest qualityfinancing solutions to its customers.

Fitch Ratings also raised the Company's preferred stock rating to'BB+' from 'BB' in January 2006. Fitch said the Rating Outlook isStable.

ISTAR FINANCIAL: Earns $91.8 Million in Quarter Ended Sept. 30--------------------------------------------------------------iStar Financial Inc., reported net income allocable to commonshareholders for the third quarter ended Sept. 30, 2006, of$91.8 million, compared to $46.8 million for the third quarter2005.

Adjusted earnings allocable to common shareholders for the thirdquarter 2006 were $103.1 million on a diluted basis, compared to$112.2 million for the third quarter 2005. Adjusted earningsrepresents net income computed in accordance with GAAP, adjustedfor preferred dividends, depreciation, depletion, amortization andgain (loss) from discontinued operations.

Net investment income for the quarter was $115.7 million, comparedto $46.7 million for the third quarter of 2005. The year-over-year increase in net investment income was primarily due to growthof the Company's loan portfolio, as well as $44.3 million ofexpenses associated with the prepayment of the Company's STARsasset-backed notes in the third quarter of 2005. Net investmentincome represents interest income, operating lease income andequity in earnings from joint ventures, less interest expense,operating costs for corporate tenant lease assets and loss onearly extinguishment of debt.

The Company reported that during the third quarter, it closed arecord 37 new financing commitments, for a total of $1.95 billion,up 138% year-over- year. Of that amount, $1.41 billion was fundedduring the third quarter. In addition, the Company funded$154.2 million under pre-existing commitments and received $621.9million in principal repayments. Additionally, the companycompleted the sale of a non-core, back-office technology facilityfor $32.5 million net of costs, resulting in a net book gain ofapproximately $17.3 million. Cumulative repeat customer businesstotaled $11.1 billion at September 30, 2006.

For the quarter ended September 30, 2006, the Company generatedreturn on average common book equity of 20.7%. The Company's debtto book equity plus accumulated depreciation/depletion and loanloss reserves, all as determined in accordance with GAAP, was 2.6xat quarter end.

The Company's net finance margin, calculated as the rate of returnon assets less the cost of debt, was 3.35% for the quarter.

Capital Markets Summary

During the third quarter, the Company issued $700 million of fixedrate 5.95% senior unsecured notes due 2013 and $500 million offloating rate senior unsecured notes due 2009. The floating ratenotes bear interest at a rate per annum equal to 3-month LIBORplus 0.34%. In addition, the Company recently completed anexchange offer and consent solicitation for the exchange of theCompany's outstanding 8.75% Notes due 2008 for its newly issued5.95% Senior Notes due 2013.

As of Sept. 30, 2006, the Company had $696.4 million outstandingunder $2.7 billion in credit facilities. Consistent with itsmatch funding policy under which a one percentage point change ininterest rates cannot impact adjusted earnings by more than 2.5%,as of Sept. 30, 2006, a 100-basis- point increase in rates wouldhave increased the Company's adjusted earnings by 0.75%.

Earnings Guidance

For fiscal year 2006, the Company is increasing earnings guidance,and now expects to report diluted adjusted earnings per share of$3.50 - $3.60, and diluted GAAP earnings per share of $2.70 -$2.80, based on expected net asset growth of approximately$2 billion.

For fiscal year 2007, the Company expects diluted adjustedearnings per share of $3.80 - $4.00 and diluted earnings per shareof $2.70 - $2.90, based on expected net asset growth ofapproximately $3.0 billion. The Company continues to expect tofund its net asset growth with a combination of unsecured debt andequity.

Risk Management

At Sept. 30, 2006, first mortgages, participations in firstmortgages, senior loans and corporate tenant lease investmentscollectively comprised 83.8% of the Company's asset base versus88.2% in the prior quarter. The Company's loan portfolioconsisted of 59.6% floating rate and 40.4% fixed rate loans, witha weighted average maturity of 4.3 years. The weighted averagefirst and last dollar loan-to-value ratio for all structuredfinance assets was 15.6% and 64.7%, respectively. At quarter end,the Company's corporate tenant lease assets were 94.5% leased witha weighted average remaining lease term of 10.8 years.

During the quarter, the Company wrote-off $5.5 million of the bookvalue of a $5.7 million mezzanine loan on a class A officebuilding in the mid-west. The write-off was primarily due to aprojected decrease in property cash flow resulting from anunexpected lease termination at the property. The write-off wasapplied to the Company's loan loss reserves and had no impact tothird quarter 2006 earnings.

At Sept. 30, 2006, the Company's non-performing loan assetsrepresented 0.18% of total assets. NPLs represent loans on non-accrual status. At September 30, 2006, the Company had two loanson non-accrual status. In addition, one asset was removed and twoassets were added to the watch list this quarter, with watch listassets representing 1.09% of total assets at September 30, 2006.The Company is currently comfortable that it has adequatecollateral to support the book value for each of the watch listassets.

About iStar

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/-- is a publicly traded finance company focused on the commercialreal estate industry. The Company provides custom- tailoredfinancing to high-end private and corporate owners of real estatenationwide, including senior and junior mortgage debt, senior andmezzanine corporate capital, and corporate net lease financing.The Company, which is taxed as a real estate investment trust,seeks to deliver a strong dividend and superior risk-adjustedreturns on equity to shareholders by providing the highest qualityfinancing solutions to its customers.

(b) volatile revenues and cash flows because of the high exposure to heavy and medium duty truck production; and,

(c) significant financial leverage with few tangible assets.

Until recently, JHT posted a relatively low EBITDA margin,considering the strong operating conditions at present. Thosefactors are partially offset by JHT's business model which hasmeaningful barriers to entry as well as the company's importantrole handling deliveries for substantially all of the nation'sproduction of Class 8 tractors from OEMs to more than10,000 dealers and other destinations throughout North America.

The particularly strong market position is characteristic ofhigher rating categories, especially when combined with anefficient operating structure, and term business awards with longstanding customers which provide for certain cost recoveries.

The company's "asset light" model serves to minimize capitalexpenditure requirements, which, when combined with the extent ofits variable costs, should produce free cash flow generationdespite anticipation of an extensive decline in North AmericanClass 8 vehicle production beginning next year. The stableoutlook is supported by this expectation of free cash flow, thecompany's leading market shares and the term nature of itsbusiness awards.

The Bank Credit Facilities, consisting of a $110 million six yearterm loan and a $20 million five year revolving credit facility,refinance debt arranged in June 2006 when a consortium of privateequity investors acquired control of JHT. At closing, the bankobligations will represent some 98% of JHT's external balancesheet debt. As a consequence, Moody's has set the family recoveryrating deployed in its LGD Methodology at 65%.

The B1 rating of the first lien bank debt reflects an LGD2, 28%LGD assessment. Extensive balance sheet intangibles were createdfrom values attributable to JHT's acquisition price. Hard assetcoverage provided to the first lien holders is weak, leavinglender recovery in downside scenarios dependent upon enterprisevaluations. The 65% recovery rate with only a modicum of non-debtliabilities beneath the secured obligations produce a one notchuplift from the B2 corporate family rating with the first lienfacilities rated at B1. As Moody's ratings represent expectedloss, a function of probability of default and loss given default,a PDR of B3 has been assigned, one notch below the CorporateFamily rating.

JHT Holdings, Inc., based in Kenosha, Wisconsin, is a serviceprovider to North American manufacturers of commercial vehicles.The company is expected to generate 2006 revenues of roughly$500 million and has approximately 3,000 employees.

KAISER ALUMINUM: Earns $14.3 Million in Quarter Ended September 30------------------------------------------------------------------In its financial report on Form 10-Q submitted to the U.S.Securities and Exchange Commission, Kaiser Aluminum Corporationreported net income of $14,300,000 for the three months endedSept. 30, 2006, compared to net income of $16,600,000 for the sameperiod in 2005.

The company additionally reported a $3,100,000,000 non-cash gainassociated with the implementation of its plan of reorganizationand fresh-start accounting.

Kaiser reported operating income of $21,700,000 for the thirdquarter 2006, which compares to $19,700,000 for the prior yearquarter. Operating income for the nine months of 2006 totaled$74,100,000 compared to $45,500,000 in the same period of 2005.

Net sales for the third quarter of 2006 increased by 22% to$331,400,000, compared to $271,600,000 for the third quarter of2005. Net sales for the first nine months of 2006 increased by25% to $1,000,000,000 compared to $815,900,000 for the same periodthe previous year. Both periods reflected increased shipments andsignificantly higher metal prices.

Operating income in the fabricated products division totaled$29,000,000 for the third quarter of 2006 compared with$26,000,000 for the same period in 2005. The third quarterresults improved 13% from what was a very strong quarter in 2005.Slightly higher shipments and continuing stronger conversionprices contributed about $5,000,000 to the improvement.

In addition, operating income improved around $2,000,000 in thecurrent period due to lower depreciation as the companyimplemented fresh start accounting. This was offset somewhat byhigher than normal major maintenance spending and other costs.

"Our third quarter 2006 operating income compares favorably to thesame quarter in 2005 which is especially impressive given thatlast year's results were driven by a dramatic increase in platesales," added Mr. Hockema. "Heat treat plate demand remains atunprecedented levels and we expect this trend to continue."

For the first nine months of 2006, operating income in thefabricated products division totaled $90,000,000 compared with$66,000,000 for the same period in 2005. The significantimprovement in operating results for the nine-month periodreflects higher shipments, stronger conversion prices andfavorable scrap raw material costs offset by unfavorable energyand non-run-rate costs.

Primary Products Division

Operating income in the primary products segment, which includesthe non-core Anglesey operations, totaled $3,000,000 for the thirdquarter, around $2,000,000 below the third quarter 2005.

Operating income in the primary products segment totaled$15,000,000 for the first nine months of 2006, an approximate$2,000,000 increase over the same period in 2005. Favorableimpacts from rising ingot prices were largely offset by firm pricecommitments to the fabricated products business in both periods.

Additionally, the 2006 periods reflected adverse impacts in bothpower and alumina costs. The results also included the followingnon-run-rate items:

-- Mark-to-market gains on hedging-related derivative transactions for the third quarter of $1,000,000 compared with a loss of $1,000,000 for the 2005 period; and

-- Mark-to-market gains on hedging-related derivative transactions for the first nine months of $8,000,000 compared with a loss of $5,000,000 for the 2005 period.

Trentwood Facility

The company previously announced a further expansion at itsTrentwood facility, increasing plate capacity and capabilities.The first phase of this project is now operating at fullproduction. The second phase is expected to be fully operationalby mid 2007, and the entire project by early 2008.

"The Trentwood expansion enjoys broad and strong customer support,and we are pleased to have added several new multi-year supplycontracts," added Mr. Hockema. "The additional capacity createdby this expansion will increase our ability to serve ourcustomers."

Post-Bankruptcy

Upon emergence from its Chapter 11 proceedings on July 6, 2006,the company adopted fresh-start accounting as required byAmerican Institute of Certified Professional AccountantsStatement of Position 90-7, and a significant amount ofliabilities subject to compromise were relieved.

As more fully discussed in the company's Form 10-Q, these changesmake the historic financial statements for the periods prior toemergence difficult to compare to the financial statementspresented on or after emergence.

KAISER ALUMINUM: Asks Court to Reduce Law Debenture Trust's Claims------------------------------------------------------------------Reorganized Kaiser Aluminum Corporation and its debtor-affiliatesask the U.S. Bankruptcy Court for the District of Delaware toreduce the Law Debenture Claim to $427,200,000.

In December 2002, State Street Bank and Trust Company, apredecessor indenture trustee for Kaiser Aluminum & ChemicalCorporation's 12-3/4% Senior Subordinated Notes due 2003, filedeight proofs of claim against KACC and certain of its affiliates.The claims asserted general unsecured status, each in theaggregate amount of $427,213,838.

Pursuant to their reorganization plan, the aggregate allowedamount of all claims against the Reorganized Debtors in respect ofthe Senior Subordinated Notes and the Senior Subordinated NoteIndenture was set at $427,200,000.

Under the Court order confirming the Plan, each of the non-Canadian Reorganized Debtors was substantively consolidated.Thus, one claim of State Street was deemed to be a surviving claimand was allowed for $427,200,000.

In February 2006, Law Debenture Trust Company of New York, thecurrent indenture trustee for the Senior Subordinated Notes, filedClaim No. 16607 against KACC asserting a general unsecured claimfor $432,390,511 in respect of the Senior Subordinated Notes andthe Senior Subordinated Note Indenture.

On the face of Claim No. 16607, Law Debenture indicated that itwas amending the State Street Claim. Except for the inclusion of$5,176,674 in postpetition fees and expenses incurred by StateStreet's agent U.S. Bank N.A. and Law Debenture, Claim No. 16607is entirely duplicative of the State Street Claim, Kimberly D.Newmarch, Esq., at Richards, Layton & Finger in Wilmington,Delaware, tells the Court.

Ms. Newmarch notes that a provision in the Reorganized Debtors'Plan specifically limited the aggregate allowed amount of allclaims in respect of the Senior Subordinated Notes and the SeniorSubordinated Note Indenture.

Ms. Newmarch also points out that the portion of the LawDebenture Claim in respect of postpetition fees and expenses isnot allowable because general unsecured creditors cannot recoverpostpetition fees and costs.

KINETEK INC: S&P Lifts Corporate Credit Rating to B from B------------------------------------------------------------Standard & Poor's Ratings Services raised its corporate creditrating on Kinetek Inc. to 'B' from 'B-', and removed it fromCreditWatch with developing implications, where it was placedSept. 13, 2006.

The outlook is stable.

As the same time, Standard & Poor's affirmed its 'B' bank loanrating and recovery rating of '2' on Kinetek's $270 million first-lien credit facilities, and its 'CCC+' bank loan rating and arecovery rating of '5' on the company's $95 million second-liencredit facilities. The company's $270 million senior notes dueNov. 15, 2006, were repaid at maturity, and the rating on thesenotes has been withdrawn.

"The upgrade reflects the completion of the acquisition of Kinetekby The Resolute Fund LP, and the company's improved liquidityposition," said Standard & Poor's credit analyst Gregoire Buet.

The preliminary ratings are based on information as of Nov. 16,2006. Subsequent information may result in the assignment offinal ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by thesubordinate classes of certificates, the liquidity provided by thetrustee, the economics of the underlying mortgage loans, and thegeographic and property type diversity of the loans. Standard &Poor's analysis determined that, on a weighted average basis, thepool has a debt service coverage of 1.4x, a beginning LTV of96.8%, and an ending LTV of 92.2%.

LIMITED BRANDS: Inks Pact to Buy All Outstanding La Senza Shares----------------------------------------------------------------Limited Brands, Inc., and La Senza Corporation have executed adefinitive support agreement, under which the Company agreed topurchase all outstanding shares of La Senza.

The Company, through an indirect wholly-owned subsidiary, hasagreed to make an offer to acquire all of the issued andoutstanding subordinate voting shares of La Senza, includingsubordinate voting shares issued upon conversion of theoutstanding multiple voting shares and issued upon the exercise ofoutstanding options, at a price of CDN$48.25 per share.

Irv Teitelbaum, Stephen Gross and Laurence Lewin, and theirbeneficial interests, together with all of the other holders ofmultiple voting shares, have entered into a hard lock-up agreementthat expires on June 30, 2007, which provides that they willdeposit all of their subordinate voting shares, including thoseissued upon conversion of all of the multiple voting shares heldby them, to the offer. The shares subject to the lock-upagreement total 7,120,535 shares, which represent 48% of the fullydiluted shares post conversion.

The offer will be subject to a number of conditions, includingthat the number of validly deposited subordinate voting sharesunder the offer constitute at least 66-2/3% of the issued andoutstanding subordinate voting shares on a fully diluted basis.The minimum condition cannot be waived. If the number of sharesoffered meet the minimum tender condition, the Company, agreed topursue lawful means of acquiring the remaining shares, includingthrough a subsequent acquisition transaction. The proposedtransaction is expected to close mid-January 2007.

The Company disclosed that the definitive support agreement withLa Senza, among other things, provides that La Senza will supportthe tender offer and for a non-solicitation covenant on the partof La Senza. The agreement also allows La Senza to declare andpay its regular quarterly dividend.

The Company also disclosed that the Board of Directors of La Senzahas determined unanimously that the Offer is fair to all holdersof subordinate voting shares and has resolved unanimously torecommend that all holders of subordinate voting shares, otherthan the locked-up shareholders, accept the Offer.

The proposed transaction has an equity value of approximatelyCDN$710 million or $628 million. The offer price represents apremium of 47.8% based on the C$32.65 closing price for La Senzashares on the Toronto Stock Exchange on Nov. 14, 2006.

The Company further disclosed that Irv Teitelbaum, chairman andchief executive officer, Stephen Gross, vice chairman, andLaurence Lewin, president and chief operating officer, will remainin their respective positions and La Senza will remainheadquartered in Montreal.

The proposed transaction is equivalent to an enterprise value of$568 million after taking into account the cash, securities anddebt on La Senza's balance sheet as of July 29, 2006.

Banc of America Securities and Financo, Inc. served as financialadvisors and Davis Polk & Wardwell and Osler, Hoskin & Harcourt,LLP as legal advisors for Limited Brands. Davies Ward Phillips &Vineberg LLP served as legal advisors to La Senza and StikemanElliott LLP was legal advisor to the locked up shareholders.Scotia Capital Inc. provided a fairness opinion with respect tothe transaction to the Board of Directors of La Senza.

As reported in the Troubled Company Reporter on Nov. 17, 2006Moody's Investors Service affirmed the ratings of Limited Brands,Inc. The Company's senior unsecured debt was affirmed at Baa2;Senior unsecured shelf at (P)Baa2; Subordinated shelf at (P)Baa3;Preferred shelf at (P)Ba1 and Commercial paper at Prime-2. Therating outlook remains negative.

M. FABRIKANT & SONS: Files Chapter 11 Petition in New York----------------------------------------------------------M. Fabrikant & Sons, Inc., together with its domestic subsidiary,Fabrikant-Leer International, Ltd., filed voluntary petitions forrelief under Chapter 11 of the U.S. Bankruptcy Code. TheCompany's foreign and domestic affiliates were not included in theChapter 11 filing.

The Company is expected to continue to operate its business duringthe pendency of this Chapter 11 case as a debtor in possessionunder the Bankruptcy Code. The Company expects a smoothtransition into Chapter 11, with all of its facilities expected toremain open on normal schedules.

Fabrikant has negotiated financing arrangements with its seniorsecured lenders that remain subject to court approval. Using theChapter 11 process, Fabrikant plans to continue to pay employeewages and benefits and to honor the customer fulfillmentobligations and programs for which the Company has become so wellknown, and to make uninterrupted payments to suppliers for goodsand services.

In addition, the Company continues to actively pursue a full rangeof strategic alternatives, including the sale or refinancing ofthe firm. Fabrikant believes that its Chapter 11 proceedingscurrently provide the best opportunity to maximize the value ofits assets and its business for all stakeholders.

Headquartered in New York City, M. Fabrikant & Sons, Inc. -- http://www.fabrikant.com/-- sells & distributes diamonds and jewelries. Established in 1895, the Company is one of the oldestdiamond and jewelry wholesaler in the world.

Concurrently, the rating agency assigned a 'BB-' rating to theproposed $1 billion senior secured credit facility due five yearsfrom closing. Net proceeds from the proposed bank facility areexpected to be used to refinance existing debt and to fund capitalspending plans, which will include the build-out of itsPocono Downs facility in Pennsylvania and to fund a sizeableexpansion at Mohegan Sun casino.

The outlook is stable.

As of June 30, 2006, total debt outstanding was about$1.3 billion, including roughly $115 million of priority debt atthe Tribal level. Results for MTGA's fiscal year ended Sept. 30,2006, period have not yet been released.

The downgrade was after the Tribe's report that it plans to embarkon a $740 million Phase III expansion at Mohegan Sun, which willinclude a 1,000-room hotel tower, additional gaming space, about7,000 additional parking spaces, and various entertainment,restaurant, and retail amenities.

"We believe the additional hotel rooms and expanded amenities willbe important drivers of demand for the property in the comingyears. Still, leverage, as measured by total debt to EBITDA, wasalready expected to weaken over the next couple of years as theTribe invests in its permanent facility at Pocono Downs," saidStandard & Poor's credit analyst Peggy Hwan Hebard.

While peak leverage will be weak for the new ratings, the ratingagency would expect this measure to improve starting in 2010.

MOSAIC COMPANY: Prices Units' Offer to Buy $1.5-Bil of Sr. Debts----------------------------------------------------------------The Mosaic Company has priced the previously announced tenderoffers and consent solicitations by its subsidiary Mosaic GlobalHoldings Inc. to purchase for cash any and all of its 6.875%Debentures due 2007, 10.875% Senior Notes due 2008, 11.250% SeniorNotes due 2011, and 10.875% Senior Notes due 2013 and by itssubsidiary Phosphate Acquisition Partners L.P. to purchase forcash any and all of its 7% Senior Notes due 2008.

The total consideration for each $1,000 principal amount of the2011 Notes validly tendered and not withdrawn at or prior to 5:00p.m. New York time on Nov. 14, 2006 is $1,058.75, which includes aconsent payment of $2.50.

The total consideration for each of the remaining senior notes anddebentures validly tendered and not withdrawn at or prior to theConsent Date was determined as of 2:00 p.m., New York City time,on Nov. 14, 2006, using the yield on the applicable U.S. TreasurySecurity, as calculated by the Dealer Manager and SolicitationAgent in accordance with standard market practice, based on thebid-side price for such applicable U.S. Treasury Note.

The total consideration for each $1,000 principal amount of the2007 Debentures validly tendered prior to the Consent Date wasdetermined using the yield on the 3-7/8% U.S. Treasury Securitydue July 31, 2007 at the Time of Pricing plus a fixed spread of 50basis points. The yield on the 3-7/8% U.S. Treasury Security atthe Time of Pricing was 5.047%. Accordingly, the totalconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of 2007 Debentures validly tendered andnot withdrawn at or prior to the Consent Date is $1,007.93, whichincludes a consent payment of $30.00. The tender offerconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of 2007 Debentures validly tendered afterthe Consent Date but at or before the "Expiration Date" is$977.93, which equals the total consideration less the consentpayment.

The total consideration for each $1,000 principal amount of theMGH 2008 Notes validly tendered prior to the Consent Date wasdetermined using the yield on the 4-7/8% U.S. Treasury Securitydue May 31, 2008 at the Time of Pricing plus a fixed spread of 50basis points. The yield on the 4-7/8% U.S. Treasury Security atthe Time of Pricing was 4.810%. Accordingly, the totalconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of MGH 2008 Notes validly tendered and notwithdrawn at or prior to the Consent Date is $1,079.23, whichincludes a consent payment of $30.00. The tender offerconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of MGH 2008 Notes validly tendered afterthe Consent Date but at or before the Expiration Date is$1,049.23, which equals the total consideration less the consentpayment.

The total consideration for each $1,000 principal amount of the2013 Notes validly tendered prior to the Consent Date wasdetermined using the yield on the 3-1/4% U.S. Treasury Securitydue August 15, 2008 at the Time of Pricing plus a fixed spread of50 basis points. The yield on the 3-1/4% U.S. Treasury Securityat the Time of Pricing was 4.753%. Accordingly, the totalconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of 2013 Notes validly tendered and notwithdrawn at or prior to the Consent Date is $1,138.33, whichincludes a consent payment of $30.00. The tender offerconsideration, excluding accrued and unpaid interest, for each$1,000 principal amount of 2013 Notes validly tendered after theConsent Date but at or before the Expiration Date is $1,108.33,which equals the total consideration less the consent payment.

The total consideration for each $1,000 principal amount of thePAP 2008 Notes validly tendered prior to the Consent Date wasdetermined using the yield on the 3% U.S. Treasury Security dueFebruary 15, 2008 at the Time of Pricing plus a fixed spread of 30basis points. The yield on the 3% U.S. Treasury Security at theTime of Pricing was 4.900%. Accordingly, the total consideration,excluding accrued and unpaid interest, for each $1,000 principalamount of the PAP 2008 Notes validly tendered and not withdrawn ator prior to the Consent Date is $1,020.66, which includes aconsent payment of $30.00. The tender offer consideration,excluding accrued and unpaid interest, for each $1,000 principalamount of the PAP 2008 Notes validly tendered after the ConsentDate but at or before the Expiration Date is $990.66, which equalsthe total consideration less the consent payment.

The offers will expire at midnight, New York City time, onNovember 29, 2006, unless extended by Mosaic Global Holdings orPhosphate Acquisition Partners, as applicable, in its solediscretion. The consummation of the tender offers is subject toseveral conditions, including the receipt of net proceeds fromfinancings sufficient to pay for Senior Notes and Debenturesaccepted in the tender offers. Senior Notes and Debenturestendered prior to the Consent Date may not be withdrawn after theConsent Date unless Mosaic Global Holdings or PhosphateAcquisition Partners, as applicable, reduces the amount of thetender offer consideration, the consent payment or the principalamount of Senior Notes or Debentures subject to the offers or isotherwise required by law to permit withdrawal.

The offers are made upon the terms and subject to the conditionsset forth in the Offers to Purchase and Consent SolicitationStatements dated October 31, 2006 that have been distributed toregistered holders of the debt securities. Copies of the Offer toPurchase and Consent Solicitation Statements can be obtained from:

None of The Mosaic Company, Mosaic Global Holdings Inc., PhosphateAcquisition Partners L.P., J.P. Morgan Securities Inc., as theDealer Manager and Solicitation Agent, or the InformationAgent/Depositary makes any recommendation as to whether or notholders should sell their Senior Notes or Debentures pursuant tothe offers, and no one has been authorized by any of them to makesuch a recommendation. Holders must make their own decision as towhether to sell Senior Notes and Debentures, and if so, theprincipal amount of Senior Notes and Debentures to sell.

As reported in the Troubled Company Reporter on Nov. 9, 2006,Fitch assigned a 'BB' rating to The Mosaic Company's proposedsenior unsecured notes due 2014 and 2016 and a 'BB+' rating to thecompany's proposed senior secured term loans. The ratingsaffected approximately $950 million of new senior notes and$1.05 billion of new term loans.

As reported in the Troubled Company Reporter on Nov 9, 2006,Moody's Investors Service assigned Ba1 ratings to The MosaicCompany's proposed new $1.05 billion guaranteed senior securedcredit facilities. Moody's also assigned B1 ratings to $900million of proposed senior unsecured debt. Mosaic's Ba3 corporatefamily rating was affirmed but the ratings of the existingrevolver and the term loan A were downgraded to Ba1 from Baa3 andthose of the existing senior unsecured debt lowered to B1 from Ba3in accordance with the LGD methodology. The ratings outlook isstable.

NEMI NORTHERN: Supreme Ct. Grants Stay of Proceedings Under CCAA----------------------------------------------------------------NEMI Northern Energy & Mining Inc. has been granted an order, onNov. 16, 2006, by the British Columbia Supreme Court extending thestay of proceedings under the Companies' Creditors Arrangement Actuntil Dec. 28, 2006, and establishing the procedure whereby NEMIwill complete its restructuring under the CCAA and the transfer ofassets to a partnership to be formed by NEMI, Anglo Coal CanadaInc. and Hillsborough Resources Limited.

NEMI Interest Transfer Agreement

NEMI signed an agreement with Anglo, HLB and Western Canadian CoalCorp. pursuant to which WCC consents to the transfer of NEMI'sinterest in the Belcourt Saxon Limited Partnership to thepartnership to be formed by NEMI, Anglo and HLB. The Agreementalso sets the platform for advancing the Belcourt Saxon workprogram and funding on a going-forward basis, once NEMI's interesthas been transferred to the Partnership.

In addition, the Agreement provides a mechanism to resolve theissue of whether a break fee is payable by NEMI in connection withthe termination of the merger transaction between NEMI and WCC.WCC has advised NEMI that it will not be proceeding with themerger transaction and NEMI takes the position that no break feeis payable. Under the Agreement, NEMI and WCC have agreed thatthis issue will be resolved by an independent expert to beappointed by NEMI and WCC within 10 days of the closing of thetransfer of NEMI's assets to the Partnership. The determinationof the independent expert is due within 30 days of the independentexpert's appointment.

Based in Vancouver, British Columbia, NEMI Northern Energy &Mining Inc. (TSX:NNE.a) -- http://www.nemi-energy.com/-- is a coal company focused on the exploration, development, and miningof its Northeast BC metallurgical coal properties.

Total net sales from continuing operations for the three monthsended Sept. 30, 2006, were $6,249,000, which represented a$6,056,000, or 3,138%, increase from $193,000 for the three monthsended Sept. 30, 2005. This increase resulted from (i) $6,067,000net sales from subsidiaries Mobot Inc., Sponge Ltd., Gavitec AG,12Snap AG, and BSD Software Inc., all of which were acquiredduring the first quarter of 2006, offset by a (ii) decrease of$7,000 in net sales from the Company's underlying businessrepresented by qode(R) and NeoMedia's legacy software products.

Cost of Sales

Cost of technology services, products, and licenses fees were$4,112,000 for the three months ended Sept. 30, 2006, comparedwith $116,000 for the three months ended Sept. 30, 2006, anincrease of $3,996,000, or 3,445%. This increase resulted from(i) $3,523,000 product and service related cost of sales fromsubsidiaries Mobot, Sponge, Gavitec, 12Snap and BSD, all of whichwere acquired during the first quarter of 2006, (ii) amortizationof $519,000 of intangible assets relating to the acquisitions ofMobot, Sponge, Gavitec, 12Snap and BSD, offset by (iii) a decreaseof $46,000 in cost of sales from the Company's underlying businessrepresented by qode(R) and NeoMedia's legacy software products.

Write-off of Deferred Equity Financing Costs

During the three months ended Sept. 30, 2006, NeoMedia incurred acharge of $13,256,000 to write off deferred equity financing costsrelated to the 2005 SEDA. No comparable charges were taken duringthe three months ended Sept. 30, 2005.

Net loss

The net loss for the three months ended Sept. 30, 2006, was$30,909,000, which represented a $28,959,000, or 1,485% increasefrom a $1,950,000 loss for the three months ended Sept. 30, 2005.

This increased net loss resulted from:

(a) $9,271,000 expense from the change in fair value from revaluation of warrants and embedded conversion features associated with the preferred stock and convertible debenture financing,

At Sept. 30, 2006, the Company's balance sheet showed$87.822 million in total assets, $44.037 million in totalliabilities, $2.931 million in preferred stock, and$40.854 million in total shareholders' equity. The Company had$4.227 million in shareholders' equity at Dec. 31, 2005.

The Company's September 30 balance sheet showed strainedliquidity with $13.742 million in total assets available to pay$43.964 million in total current liabilities.

Standby Equity Distribution Agreements with Cornell

NeoMedia and Cornell entered into a $20 million Standby EquityDistribution Agreement on Oct. 27, 2003. The agreement providedfor a maximum draw of $280,000 per week, not to exceed $840,000 inany 30-day period, and Cornell was obligated to purchase up to$20 million of the Company's common stock over a two-year period.

The SEDA became effective during January 2004, and expired aftera two-year term in January 2006. During the nine months endedSept. 30, 2006, and 2005, NeoMedia sold 751,880 and 19,337,119shares of its common stock to Cornell pursuant to the 2003 SEDA.

NeoMedia and Cornell entered on March 30, 2005, into a StandbyEquity Distribution Agreement known as the 2005 SEDA under whichCornell agreed to purchase up to $100 million of NeoMedia commonstock over a two-year period, with the timing and amount of thepurchase at NeoMedia's discretion.

The maximum amount of each purchase would be $2,000,000 with aminimum of five business days between advances. The shares wouldbe valued at 98% of the lowest closing bid price during the five-day period following the delivery of a notice of purchase byNeoMedia, and NeoMedia would pay 5% of the gross proceeds of eachpurchase to Cornell.

Based on NeoMedia's current market capitalization and otheroutstanding securities, NeoMedia does not believe that the 2005SEDA is currently a viable source of financing.

As a commitment fee for Cornell to enter into the 2005 SEDA,NeoMedia issued 50 million warrants to Cornell with an exerciseprice of $0.20 per share for a term of three years, and also paida cash commitment fee of $1 million.

During August 2006, in connection with the Convertible Debenture,NeoMedia repriced the remaining 2 million warrants to an exerciseprice of $0.10 per share.

NeoMedia also issued 4 million warrants with an exercise price of$0.227 to a consultant as a fee in connection with the 2005 SEDA,which have not been exercised.

NeoMedia recorded the $13,256,000 fair value of the warrants to"Deferred equity financing costs" at inception. This amount waswritten off during the three months ended Sept. 30, 2006, becausethe Company believes that it can no longer consider the SEDA aviable financing source due to the requirements of the preferredstock financing and the debenture financing.

Sale of Micro Paint Business Unit

NeoMedia signed on Aug. 30, 2006, a non-binding letter of intentto sell its Micro Paint Repair business unit to Jose Sada, atechnology partner of NeoMedia Micro Paint Repair, backed byGlobal Emerging Markets Group of New York City. The letter ofintent calls for consummation of the transaction on or beforeNov. 24, 2006.

As a result of the pending sale, the operations of the NeoMediaMicro Paint Repair business unit have been classified asdiscontinued operations on the accompanying consolidatedstatements of operations for the three and nine months endedSept. 30, 2006, and 2005, and the assets and liabilities of thebusiness unit have been classified as assets held for sale andliabilities held for sale on the accompanying consolidated balancesheets as of Sept. 30, 2006, and Dec. 31, 2005.

Loss from these discontinued operations was $1,620,000 and$381,000 for the three months ended Sept. 30, 2006, and 2005,respectively, and $2,826,000 and $1,307,000 for the nine monthsended Sept. 30, 2006, and 2005, respectively.

The carrying value of assets held for sale was $3,451,000 and$4,058,000 as of Sept. 30, 2006, and Dec. 31, 2005, respectively.The carrying value of liabilities held for sale was $750,000 and$669,000 as of Sept. 30, 2006, and Dec. 31, 2005, respectively.

There have been no adjustments to the carrying value subsequent toSept. 30, 2006, and before this filing.

NeoMedia will not recognize depreciation and amortization on theassets held for sale subsequent to Sept. 30, 2006, through thedate of sale. Depreciation and amortization on assets held forsale would be approximately $77,000 per quarter.

Termination of Hip Cricket Acquisition

NeoMedia terminated on Aug. 24, 2006, a non-binding letter ofintent to acquire Hip Cricket, due to an inability of the partiesto come to terms on a definitive purchase price.

Previously, NeoMedia and Hip Cricket signed on Feb. 16, 2006, theletter of intent, under which NeoMedia intended to acquire all ofthe outstanding shares of Hip Cricket in exchange for $500,000cash and $4,000,000 of NeoMedia common stock, subject to duediligence and signing of a mutually agreeable definitive purchaseagreement by both parties.

In addition to signing the letter of intent, NeoMedia loaned HipCricket the principal amount of $500,000 in the form of (a) apromissory note, dated Feb. 16, 2006, in the amount of $250,000and (b) a promissory note, dated March 20, 2006, in the amount of$250,000.

The notes accrue interest at a rate of 8% per annum. The noteswere to be applied toward the cash portion of the purchase priceupon signing of a definitive purchase agreement for theacquisition of all of the outstanding shares of Hip Cricket byNeoMedia, as contemplated in the letter of intent.

Due to the termination of the letter of intent, and pursuant tothe terms of the notes, the face amount of the notes, plus any andall accrued interest, will become payable and due on Nov. 22,2006. In the event the Notes are not repaid by Nov. 22, 2006, thenotes will convert into shares of Hip Cricket common stock using avaluation of $4.5 million for Hip Cricket.

Headquartered in Fort Myers, Florida, NeoMedia Technologies, Inc.(OTC BB: NEOM) -- http://www.neom.com/-- is a global company offering leading edge, technologically advanced products andsolutions for companies and consumers, built upon its solid familyof patented products and processes, and management experience andexpertise. Its NeoMedia Mobile group of companies offers end-to-end mobile enterprise and mobile marketing solutions, through itsflagship qode(R) direct-to-mobile-web technology and ground-breaking products and services from 4 (shortly to be 5) of theUSA's and Europe's leading mobilemarketing providers.

NVF CO: Wants Exclusive Plan Filing Period Extended to January 10-----------------------------------------------------------------NVF Co. and its debtor-affiliate, Parsons Paper Company Inc., askthe U.S. Bankruptcy Court for the District of Delaware to furtherextend their exclusive periods to:

-- file a chapter 11 plan of reorganization, through and including Jan. 10, 2007; and

-- solicit acceptances of that plan, through and including Mar. 12, 2007.

This is the Debtors' fifth request to extend the ExclusivePeriods.

The Debtors seek the extension to avoid premature formulation of achapter 11 plan of reorganization or liquidation and ensure thatthe formulated plan takes into account the best interests of theDebtors, their creditors and estates.

NVF CO: Committee Wants Flaster/Greenberg as Conflicts Counsel-------------------------------------------------------------- The Official Committee of Unsecured Creditors of NVF Company andits debtor-affiliates ask the U.S. Bankruptcy Court for theDistrict of Delaware for permission to employ Flaster/GreenbergP.C., as its special conflicts counsel.

Flaster/Greenberg will:

a) give the Committee legal advice with respect to the contested matter;

d) provide any and all other legal services for the Committee which may be necessary or desirable in connection with this case.

William J. Burnett, Esq., a firm's shareholder, will bill $325 perhour for this engagement. Also rendering her services, Maris J.Finnegan, Esq., will bill $195 per hour. The firm's otherprofessionals and their hourly rates are:

ONEIDA LTD: Shareholders Elect Seven-Member Board of Directors--------------------------------------------------------------Oneida Ltd. announced the election of a new seven-member Board ofDirectors that became effective on Nov. 1, 2006.

Over the past two years, the Company's previous Board presidedover a comprehensive operational restructuring and refinancingwhich included a successful pre-negotiated Chapter 11 proceeding,positioning Oneida for a new era of financial flexibility andgrowth.

Under the new Board's stewardship, Oneida will focus on buildingits iconic brands globally and implementing innovative long-termgrowth strategies.

"We are very excited about our future and believe this new Boardbrings world-class credentials from both the Retail andFoodservice industries," Oneida Ltd. president James E. Josephsaid.

"This Board was carefully chosen for their keen perspective ontoday's consumer and for their commitment to helping Oneidaexecute our global expansion plans."

Newly elected board member Andrew Herenstein, a Managing Principalof Quadrangle Group LLC and a Managing Member of Quadrangle DebtRecovery Advisors LLC, which in the aggregate are Oneida's largestshareholders, said Oneida has emerged from its recentrestructuring positioned for growth: "We join Oneida's Board ofDirectors at a pivotal time in the Company's history. Our goal isto build on the strengths of Oneida's 126-year-old brand andheritage."

The Oneida Board of Directors consists of:

-- Diane Price Baker, former executive vice president and chief financial officer of Atari Inc., a major video game manufacturer. Previously, she was chief financial officer at The New York Times Company from 1995 to 1998 and chief financial officer at R.H. Macy & Co. from 1990 to 1995 following a career in corporate restructuring and investment banking at Salomon Brothers Inc.

-- Andrew Herenstein, who joined Quadrangle Group LLC in 2002 and is a managing principal and co-portfolio manager. Previously, he was a director of Lazard Freres & Co. LLC and served as co-portfolio manager of the Lazard Debt Recovery Funds. During his career he also held positions at The Delaware Bay Co. Inc.; Brean, Murray, Foster Securities; and Bear, Stearns & Co.

-- Norman S. Matthews, a former president of Federated Department Stores, one of the nation's premier retailers with more than 850 department stores under the names of Macy's and Bloomingdale's. In addition to his senior management roles at Federated Department Stores from 1978 to 1988, Mr. Matthews also served as senior vice president and general merchandise manager at E.J. Korvette and senior vice president of marketing and corporate development at Broyhill Furniture Industries.

-- Edward W. Rabin, who retired as president of Hyatt Hotels Corporation in January 2006 following a distinguished 37-year career in general management and operations at the hotel chain, ultimately overseeing 130 hotels and resorts in the U.S., Canada and the Caribbean. He is currently a trustee of the American Hotel Foundation and SMG Corporation, the world's largest owner and operator of stadiums, arenas, and conventions centers and a joint venture between Hyatt and Aramark Corporation.

-- Hugh R. Rovit, a member of Oneida Ltd.'s Board of Directors since October 2004. Mr. Rovit is presently chief executive officer of Sure-Fit Inc. and was recently a principal of turnaround management firm Masson & Company from 2001 through 2005. Previously, Mr. Rovit held the positions of chief financial officer of Best Manufacturing Inc., a manufacturer and distributor of institutional service apparel and textiles, from 1998 through 2001 and chief financial officer of Royce Hosiery Mills Inc., a manufacturer and distributor of men's and women's hosiery, from 1991 through 1998.

-- Thomas J. Russo, a Partner in RAVE, a privately held LLC specializing in quality assurance and customer satisfaction for the hospitality, restaurant and retail industries. His career also encompasses more than 30 years of senior management positions in foodservice, lodging and consumer goods at such well-known companies as Howard Johnson's, Ponderosa, Hanson Industries Housewares Group, and Miami Subs, among others.

-- Eric S. Salus, a past president of Macy's and Macy's Home Store from 1997 to 2005 and 2004 to 2005, respectively. Previously, he held the positions of president of Bon Macy's from 2003 to 2004; executive vice president of Home Store and Cosmetics at Macy's from 1997 to 2003; executive vice president and merchandising and marketing officer of Dick's Sporting Goods; and senior positions at Foley's Houston, May D&F and The Hecht Co., all divisions of May Department Stores.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI)-- http://www.oneida.com/-- manufactures stainless steel and silverplated flatware for both the Consumer and Foodserviceindustries, and supplies dinnerware to the foodservice industry.Oneida also supplies a variety of crystal, glassware and metalserveware for the tabletop industries. The Company has operationsin the United States, Canada, Mexico, the United Kingdom, andAustralia.

The Company and its eight affiliates filed for Chapter 11protection on March 19, 2006 (Bankr. S.D. N.Y. Case No. 06-10489).On May 12, 2006, Judge Gropper approved the Debtors' disclosurestatement. Their pre-negotiated plan of reorganization wasconfirmed on Aug. 31, 2006. The Company emerged from Chapter 11on Sept. 15, 2006, as a privately held company.

* * *

At July 29, 2006, the Company's balance sheet showed$296.5 million in total assets and $355 million in total debtsresulting in a $58.5 million stockholders' deficit.

OWENS CORNING: Court Approves Pinal County Settlement Pact----------------------------------------------------------The U.S. Bankruptcy for the District of Delaware has approved theclaims settlement between Owens Corning and its debtor-affiliatesand Pinal County of Arizona.

As reported in the Troubled Company Reporter on Oct. 16, 2006, theDebtors and Pinal County had a dispute concerning secured real andpersonal property tax liability for the 2000 and 2004 tax years.

Following arm's-length negotiations, the Debtors and Pinal Countyagreed that:

(a) Claim No. 12328 will be treated as an allowed Owens Corning Other Secured Tax Claim under Class A2-A of the Plan for $82,134, including interest, if the Claim is paid:

* by Sept. 30, 2006, for $156,339;

* by Oct. 31, 2006, for 157,491;

* by Nov. 30, 2006, for 158,643; or

* after Nov. 30, 2006, with additional interest at an applicable statutory rate.

(b) The Settlement resolves all outstanding prepetition personal and real property claims among the Debtors and Pinal County.

(c) All other taxes, interest, charges and penalties related to the Claim are disallowed.

OWENS CORNING: Wants to Enter Into Waiver Letter With JPMorgan--------------------------------------------------------------Enron Corp. and its debtor-affiliates ask permission from theHonorable Judith Fitzgerald of the U.S. Bankruptcy Court for theDistrict of Delaware to enter into a Waiver Letter agreement withJ.P. Morgan Securities, Inc., and to pay the $15,000,000 WaiverFee immediately.

Equity Commitment Agreement

Occurrence of the effective date of the Debtors' Sixth AmendedPlan of Reorganization is premised, among others, by theconsummation of transactions contemplated in the Debtors' equitycommitment agreement with J.P. Morgan Securities, Inc.

The Equity Commitment Agreement contemplates a $2,187,000,000rights offering, whereby certain holders of eligible OwensCorning bond and other unsecured claims would be offered theopportunity to subscribe for up to their pro rata share of72,900,000 shares of Reorganized Owens Corning common stock at$30 per share. JPMorgan will purchase the unsold shares.

The Rights Offering has since been fully consummated, and about2,900,000 shares of Reorganized Owens Corning stock werepurchased.

The Equity Commitment Agreement requires as a condition precedentto JPMorgan's funding obligation that the order confirming theSixth Amended Plan will have become final. JPMorgan mayterminate the Agreement on or after Oct. 31, 2006, unless theDebtors, among other things, pay a $30,000,000 extension fee toextend the commitment until December 15.

Confirmation Conditions Doubted

On Oct. 6, 2006, Joel Ackerman sought reconsideration of theconclusions of law confirming the Plan. Both the BankruptcyCourt and the U.S. District Court for the District of Delawarerejected the Ackerman Motion.

"Mr. Ackerman's filing has placed a potential cloud on whetherthe Confirmation Order may become a Final Order, and thereforewhether the Finality Conditions may be satisfied, by Oct. 31,2006," Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,Delaware, tells Judge Fitzgerald.

Despite the dismissal of the Ackerman Motion, an argument can bemade that as a result of the filing of that motion, theConfirmation Order may not become final by Oct. 31, 2006, forpurposes of the Plan and certain provisions of the EquityCommitment Agreement, Mr. Pernick explains. To avoid anypotential termination of the Equity Commitment Agreement, theDebtors would potentially have little choice but to pay JPMorganthe extension fee, Mr. Pernick adds.

Mr. Pernick relates that the Debtors and the other PlanProponents intend to close the Equity Commitment Agreement andpursue the effective date of the Plan by Oct. 31, 2006, so theDebtors will be able to make on that date or as soon thereafteras practicable, all payments or other distributions contemplatedin the Plan.

The Debtors, after consulting their co-Proponents and other keyconstituents, entered into a waiver letter with JPMorgan,pursuant to which the Investor will waive the funding requirementthat the Confirmation Order become final. In exchange, theDebtors will pay JPMorgan $15,000,000.

The Waiver Fee will be considered a partial prepayment of, andcredited in full against the payment of, the Extension Fee in theevent the Debtors seek an extension of the commitment, Mr.Pernick says.

Mr. Pernick notes that if the Debtors emerge from bankruptcy onOctober 31, their estates will save a substantial sum by avoidingthe need to pay the entire extension fee. The Debtors will alsocut off the accrual of significant postpetition interest owed tovarious creditors under the Plan, including more than $700,000paid per day to holders of Bank Debt, and other costs ofadministration.

Mr. Pernick adds that the Waiver Letter has the support of variousother key constituents, including the Asbestos ClaimantsCommittee, the Future Claims Representative, and the Ad HocBondholders' Committee.

Mr. Pernick clarifies that payment of the Waiver Fee will have nomaterial adverse effect on any of the classes of claims andinterests.

PLAINS EXPLORATION: S&P Affirms BB Rating with Stable Outlook-------------------------------------------------------------Standard & Poor's Ratings Services affirmed its 'BB' rating onindependent exploration and production company Plains Exploration& Production Company and removed the ratings from CreditWatch withnegative implications, where they had been placed onApril 25, 2006, following PXP's announcement that it would beacquiring Stone Energy and incurring additional costs torestructure legacy hedge positions.

The ratings on PXP reflect participation in a volatile andcyclical industry, a historically acquisitive growth strategy, andrecent strategic repositioning initiatives that have includedsizable cash outlays for hedge restructurings, asset sales, andtwo deepwater Gulf of Mexico discoveries and one prospect toStatoil ASA, and a more ambitious near-term exploration program inthe U.S. Gulf of Mexico.

Concerns are nearly offset by a long-lived and predictable reservebase in California, significant debt reduction in recent periods,an improved hedge position, and an experienced management team.

The stable outlook reflects our expectation that an improvedfinancial risk profile and ample liquidity will yield PXPadditional flexibility with which to fund growth initiatives andadditional rewards to its shareholders. While significantfinancial profile improvement has been achieved in the near term,positive rating actions will likely be limited until PXP cansuccessfully improve its business risk profile. In addition,while current ratings incorporate room for additional leverage,ratings could potentially be threatened if acquisitions oradditional shareholder initiatives are undertaken in asubstantially more aggressive manner.

These rating actions conclude the review for possible downgradethat was initiated on Aug. 24, 2006 as a result of the companyrequiring a suspension agreement with regard to its fixed chargecovenant test under the previous first lien credit facilities.

The confirmation of the B3 Corporate Family rating and the changeof the outlook to stable reflect the incremental liquidityafforded under the new asset based revolving credit, and thereduced debt amortization requirements afforded by the proposedterm loans to support a more stable liquidity profile.

Despite these constructive developments, Plastech continues toface formidable operating and financial challenges that supportthe B3 rating. These include continuing weak credit metricsresulting from North American Big-3 production declines, furtherprice concessions to OEMs, and the risk of higher raw materialcosts. Plastech continues to be heavily concentrated with the Big3 domestic OEMs which are approximately 63% of direct revenues andis therefore vulnerable to lowered production volumes and marketshares losses.

In addition, the company maintains a significant concentration ofits major platforms in the light truck/SUV segment which arevulnerable to energy price's effect on demand. The company couldmitigate the adverse impact of these challenges by achievingprogress in its ongoing efforts to: capture new business contractswith domestic and transplant OEMs, improve the efficiencies in itsoperations, and expand its long-term business relationship withJCI. These initiatives could allow the company's credit metricsto be maintained at the current rating level over the near-term.

These ratings were assigned:

-- the $200 million asset based revolving credit facility, due 2011 at B1, LGD2, 26%

-- the $250 million first lien term loan, due 2012 at B2, LGD3, 42%

-- the $150 million second lien term loan, due 2013 at B2, LGD3, 42%

These ratings were confirmed:

-- Corporate Family Rating, at B3 -- Probability of Default Rating, at B3

(a) $100 million revolving credit facility due March 2009; (b) $75 million term loan A facility due March 2009; (c) $290 million term loan B facility due March 2010;

-- Caa2, LGD5, 82% rating of the $50 million guaranteed senior secured second-lien term loan facility due March 2011

Plastech's last rating action was on Sept. 22, 2006 when the issueratings were raised under the LGD Methodology.

For the twelve month period ending Sept. 30, 2006, Debt/EBITDA was4.2x, and EBIT/Interest was 1.5x. Free cash flow was positive atapproximately $5 million. Free cash flow was significantly lowerthan fiscal 2005 due to lower sales levels and a shift away fromfavorable payment terms at a certain customer. At Nov. 8th, 2006the company had approximately$30 million of availability under its revolving credit line.

Pro forma for the proposed refinancing, Debt/EBITDA is expected tobe approximately 4.4x. Pro forma availability under the new assetbased revolving credit is expected to be approximately$75 million.

Factors that could result in pressure on the rating include:

(a) liquidity is not being adequately maintained;

(b) anticipated new business contracts not materializing in sufficient amounts to offset customer pricedowns;

(c) reports that the company is expecting to complete acquisitions; and,

(d) continued increases in raw materials prices which are not passed on to customers.

Pressures that could result in downward outlook or ratingmigration would arise if any combination of these factors were toresult in leverage of over 6x and/or result in EBIT/Interestcoverage approaching 1x.

Factors that could contribute to an improved rating outlook andeventual rating upgrades include:

(a) further diversification of Plastech's revenue base which results in stabilized or improved operating margins;

(c) additional new business awards with solid margins sufficient to offset OEM pricedowns.

Consideration for an improved rating outlook or upward ratingmigration would arise if any combination of these factors were toreduce leverage consistently under 4x or increase EBIT/interestcoverage consistently above 2x

Plastech Engineered Products , headquartered in Dearborn,Michigan, is a designer and manufacturer of primarily plasticautomotive components and systems for OEM and Tier I customers.These components and systems incorporate injection-molded plasticparts, blow-molded plastic parts, and a small percentage ofstamped metal components. They are used for interior, exteriorand under-the-hood applications. Annual revenues approximate$1 billion.

QUAKER FABRIC: Posts $8.4 Million Net Loss in 2006 Third Quarter----------------------------------------------------------------Quaker Fabric Corp. filed its financial statements for the thirdquarter ended Sept. 30, 2006, with the Securities and ExchangeCommission on Nov. 9, 2006.

For the three months ended Sept. 30, 2006, the Company reported an$8.438 million net loss compared with $7.155 million net loss inthe comparable quarter of 2005.

Net Sales

Net sales for the third quarter of 2006 decreased $16.146 million,or 34.8%, to $30.311 million from $46.457 million in the thirdquarter of 2005.

Net fabric sales within the United States decreased 31.6%, to$24.5 million in the third quarter of 2006 from $35.8 million inthe third quarter of 2005, as a result of continued competitionfrom leather, microdenier faux suede, and other furniturecoverings being imported into the U.S. in roll and "kit" form,primarily from low labor cost countries in Asia.

Net foreign sales of fabric decreased 15.6%, to $5.3 million inthe third quarter of 2006 from $6.3 million in the third quarterof 2005. This decrease in foreign sales was due primarily tolower sales in Canada.

Canadian furniture manufacturers sell furniture into both theUnited States and Canadian markets where strong competition fromimported faux suede fabrics and leather continued during the thirdquarter of 2006 and contributed to a more difficult competitiveenvironment.

Sales to the Middle East were also down due to unrest in the area.Net yarn sales decreased to $500,000 in the third quarter of 2006from $4.4 million in the third quarter of 2005, with the decreasein the third quarter of 2006 principally due to lower craft yarnsales to a single customer. Sales to this customer accounted for0.0% of third quarter 2006 and 70.2% of third quarter 2005 yarnsales.

The gross volume of fabric sold decreased 32.8%, to 4.7 millionyards in the third quarter of 2006 from 7.1 million yards in thethird quarter of 2005.

The weighted average gross sales price per yard increased 4.8%, to$6.33 in the third quarter of 2006 from $6.04 in the third quarterof 2005, as a result of product mix changes.

The Company sold 17.4% fewer yards of middle to better-end fabricsand 56.5% fewer yards of promotional-end fabrics in the thirdquarter of 2006 than in the third quarter of 2005.

The average gross sales price per yard of middle to better-endfabrics decreased by 1.8%, to $7.16 in the third quarter of 2006from $7.29 in the third quarter of 2005.

The average gross sales price per yard of promotional-end fabricsdecreased by 4.9%, to $3.92 in the third quarter of 2006 from$4.12 in the third quarter of 2005.

Gross Margin

The gross margin percentage for the third quarter of 2006decreased to 6.6%, from 13.1% for the third quarter of 2005.Sales declined by approximately 35% and fixed costs decreased by16% resulting in higher fixed costs per unit and a decline of520 basis points. Higher variable manufacturing costs contributedapproximately 40 basis points to the margin decline and higherreturn and allowance charges contributed 90 basis points.

Balance Sheet

At Sept. 30, 2006, the Company's balance sheet showed $171.011million in total assets, $54.344 million in total liabilities, and$116.667 million in total stockholders' equity.

As reported in the Troubled Company Reporter on April 12, 2006,auditors at PricewaterhouseCoopers LLP in Seattle, Washington,raised substantial doubt about Quaker Fabric Corporation's abilityto continue as a going concern after auditing the company's Dec.31, 2005 and Jan. 1, 2005 consolidated financial statements andits internal control over financial reporting as of Dec. 31, 2005.PwC pointed to the Company's recurring losses from operations,certain debt covenant defaults, and operating performance decline.

READER'S DIGEST: Moody's Expands Scope of Ratings Review--------------------------------------------------------Moody's Investors Service is expanding the scope of its review fordowngrade of The Reader's Digest Association, Inc.'s after thecompany's report that Ripplewood Holdings LLC will take thecompany private for approximately $2.4 billion.

Moody's will evaluate Ripplewood's proposed financing structureincluding the amount of any equity contribution, strategies togrow revenues and enhance operating margins, and plans for assetsales, but believe the cash purchase price will likely result in asignificant increase in leverage and a multi-notch downgrade ofthe CFR.

Reader's Digest's existing $300 million notes indenture has achange of control provision that allows bondholders to put thenotes back to the company at 101% of par. Moody's expects thenotes and the existing $500 million credit agreement will beretired if the acquisition closes at which point the rating on thenotes would be withdrawn.

As part of the review, Moody's will continue to evaluate thecompany's plans to stabilize and reverse the significant operatingperformance decline in the consumer business segments, and improveworking capital management in support of new product introductionsand the international expansion strategy. Moody's believesnegative pressure remains on the rating if a leveraged acquisitionof the company does not close.

The Reader's Digest Association, Inc, headquartered inPleasantville, New York, is a global publisher and direct marketerof products including magazines, books, recorded music collectionsand home videos. Products include Readers Digest magazine, whichis published in 50 editions and 21 languages. Annual revenuesapproximate $2.4 billion.

The company entered into a definitive agreement to be acquired byan investor group led by Ripplewood Holdings LLC for$2.4 billion, including the assumption of debt.

"The transaction is expected to significantly increase debtleverage, which is likely to result in a ratings downgrade," saidStandard & Poor's credit analyst Hal F. Diamond.

Pleasantville, New York-based Reader's Digest is a leading directmarketer of books. Total debt outstanding at Sept. 30, 2006, was$776 million.

SAINT VINCENTS: Court OKs Caronia as Estimation Advisor-------------------------------------------------------Saint Vincents Catholic Medical Centers of New York, its debtor-affiliates, the Official Committee of Tort Claimants, and theOfficial Committee of Unsecured Creditors agree that in order tonegotiate a consensual plan of reorganization and to determinethat Plan's feasibility, it is necessary to estimate medicalmalpractice claims filed prior to the Oct. 31, 2006, bar date.

In a protocol approved by the U.S. Bankruptcy Court for theSouthern District of New York, the parties agreed to retainCaronia Corporation to assist in the Medical MalpracticeEstimation and the protection of discovery material, includingmedical records, requests for admissions, and other transactionsproduced in connection with the Estimation.

Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors.

SAN DIEGO CITY: Settles With SEC Regarding Municipal Bonds----------------------------------------------------------The City of San Diego, Calif. -- http://www.sandiego.gov/-- settled with the Securities and Exchange Commission regardingthe fraud charges in connection with the offer and sale of over$260 million in municipal bonds in 2002 and 2003.

The SEC instituted cease-and-desist proceedings against the City.The City settled the case without admitting or denying theCommission's findings.

At the time of the municipal bonds' offerings, City officials knewthat the City faced severe difficulty funding its future pensionand health care obligations unless:

-- new revenues were obtained, -- pension and health care benefits were reduced, or -- City services were cut.

The City's looming financial crisis resulted from:

-- the City's intentional under-funding of its pension plan since fiscal year 1997;

-- the City's granting of additional retroactive pension benefits since fiscal year 1980;

-- the City's use of the pension fund's assets to pay for the additional pension and retiree health care benefits since fiscal year 1980; and

-- the pension plan's less than anticipated earnings on its investments in fiscal years 2001 through 2003.

Despite the magnitude of the problems the City faced in fundingits future pension and retiree health care obligations, the Cityconducted five separate municipal bond offerings, raising morethan $260 million, without disclosing these problems to theinvesting public.

In each of these offerings, the City prepared disclosure documentsthat are used with municipal securities offerings -- preliminaryand official statements -- and made presentations to ratingagencies.

In addition, in 2003 it prepared and filed information pursuant tocontinuing disclosure agreements under Exchange Act Rule 15c2-12with respect to $2.29 billion in outstanding City bonds and notes.

Although the City provided some disclosure about its pension andretiree health care obligations, it did not reveal the gravity ofthe City's financial problems:

-- The City's unfunded liability to its pension plan was expected to dramatically increase, growing from $284 million at the beginning of fiscal year 2002 and $720 million at the beginning of fiscal year 2003 to an estimated $2 billion at the beginning of fiscal year 2009;

-- The City's total under-funding of the pension plan was also expected to increase dramatically, growing tenfold from $39.2 million in fiscal year 2002 to an estimated $320 million to $446 million in fiscal year 2009;

-- The City's projected annual pension contribution would continue to grow, from $51 million in 2002 to $248 million in 2009; and

-- The estimated present value of the City's liability for retiree health benefits was $1.1 billion.

The City's enormous pension and retiree health liabilities andfailure to disclose those liabilities placed the City in seriousfinancial straits.

When the City eventually disclosed its pension and retiree healthcare issues in fiscal year 2004, the credit rating agencieslowered the City's credit rating.

The City also has not obtained audited financial statements forfiscal years 2003, 2004, and 2005.

Consequently, the City violated Section 17(a) of the SecuritiesAct, Section 10(b) of the Exchange Act and Rule 10b-5, whichprohibit the making of any untrue statement of material fact oromitting to state a material fact in the offer or sale ofsecurities.

The City's Remedial Efforts

Since 2005, the City has implemented several remedial measureswith a view to detect and prevent securities violations.Specifically, the City has terminated certain officials in theCity Manager's and Auditor and Comptroller's offices or hasallowed them to resign. The City has filled these positions withqualified employees.

The City has hired a full time municipal securities attorney whois responsible for coordinating the City's public disclosure andwho has conducted continuing education for the City's deputyattorneys on the City's disclosure requirements.

The Mayor resigned and has been replaced by a former City policechief. In January 2006, pursuant to a public referendum, the Citychanged from a strong city manager form of government to a strongmayor form of government.

The City has hired new outside professionals including newauditors for its fiscal year audits. The City also hiredindividuals not affiliated with the City to act as its AuditCommittee and charged the Committee with investigating the City'sprior disclosure deficiencies and making recommendations toprevent future disclosure failures.

The City has also hired new disclosure counsel for all of itsfuture offerings, who will have better and more continuousknowledge on the City's financial affairs.

This disclosure counsel has conducted seminars for City employeeson their responsibilities under the federal securities laws.

The City has also enacted ordinances designed to change the City'sdisclosure environment.

First, the City created a Disclosure Practices Working Groupcomprised of senior City officials from across city government.The Working Group is charged with reviewing the form and contentof all the City's documents and materials prepared, issued, ordistributed in connection with the City's disclosure obligationsrelating to securities issued by the City or its related entities;and conducting a full review of the City's disclosure practicesand to recommend future controls and procedures.

Second, the Mayor and City Attorney must now personally certify tothe City Council the accuracy of the City's official statements.

Third, the City Auditor must annually evaluate the City's internalfinancial controls and report the results to the City Council.

The rating agency added that it anticipates that it will takerating action on Scottish Re over the very near term, likely bymid next week, by which time it expects to have more informationon the key driver of the outcome of the review process, which isthe probability that Scottish Re will secure an equity infusion orsign a definitive agreement related to the sale of the company.

According to the rating agency, the direction of the reviewindicates the possibility that Scottish Re's ratings could bedowngraded, upgraded or confirmed depending on future developmentsat Scottish Re.

If an equity investment in or sale of the company were completed,the ultimate ratings of the company would depend upon thestructure of the deal, including an analysis of implicit andexplicit support provided. Moody's added that a limited equityinvestment in Scottish Re would have less upward ratings pressurethan an outright purchase of the company, with ongoing explicit orimplicit support.

"While the sales process has taken longer than anticipated, weexpect there to be more definitive information -- either positiveor negative -- on the likely outcome of that process by next week,at which point we would intend to address the status of our ratingreview," said Scott Robinson, Vice President & Senior CreditOfficer at Moody's.

"Given the extremely tight liquidity situation at the company,positive momentum in the sales process is necessary for afavorable resolution of the rating review. Any further delay inthe process would likely result in further ratings downgrades,"Robinson added.

The rating agency highlighted the risk that certain items may needto be resolved prior to a sale. Moody's also noted that apotential investor could help expedite the resolution of theseitems. For example, if necessary, an investor could help ScottishRe eliminate its credit facility by helping to secure alternateletters of credit.

Eliminating the credit facility is important since the agreementlimits the movement of funds from SALIC to the ultimate holdingcompany. Convertible note holders have the right to put$115 million of notes to Scottish Re at par on Dec. 6th, and as aconsequence, the company needs to move funds to the holdingcompany prior to that time to cover the potential call onliquidity.

Notwithstanding the issues with the credit facility, Moody'semphasized that the sales process is the key rating issue as it islikely that in conjunction with any significant investment inScottish Re, an investor would provide some form of short-termcollateral and/or liquidity support to the company.

"Failure to raise outside capital would have an immediate andadverse impact on the ratings of Scottish Re. While Scottishcould potentially eliminate the bank facility on its own, webelieve that the company would be significantly challenged in arunoff scenario," Robinson added.

On Sept. 5, 2006, Moody's changed the direction of the review onthe ratings of Scottish Re and the Baa3 IFS ratings of SALIC andScottish Re, Inc. to direction uncertain from review for possibledowngrade.

Scottish Re Group Limited is a Cayman Islands company withprincipal executive offices located in Bermuda; it also hassignificant operations in Charlotte NC, Denver CO and WindsorEngland.

SEA CONTAINERS: Wants to Employ Ordinary Course Professionals-------------------------------------------------------------Sea Containers, Ltd. and its debtor-affiliates seek permissionfrom the U.S. Bankruptcy Court for the District of Delaware tocontinue to utilize the services of ordinary course professionalspostpetition without the necessity of filing formal applicationsfor the employment and compensation of each OCP pursuant toSections 327, 328, 329, 330, and 331 of the Bankruptcy Code.

The Debtors regularly utilize the services of various attorneys,accountants, financial advisors, and other professionals in theordinary course of their business operations. The OCPs provideservices to the Debtors in a variety of discrete mattersunrelated to the Debtors' Chapter 11 cases, including, but notlimited to, general litigation, employment and labor law,intellectual property law, general corporate and securities law,accounting, auditing, financial advisory, and tax matters. OtherOCPs have been, or may be, utilized by the Debtors from time totime.

Due to the number and geographic diversity of the OCPs thatthey utilized, the Debtors note that it would be costly andadministratively burdensome to both the Debtors and the Court toask each OCP to apply separately for approval of its employmentand compensation.

The Debtors want to employ the OCPs on terms substantiallysimilar to those in effect before the Petition Date, but subjectto certain terms and conditions. The Debtors represent that:

(a) they wish to employ the OCPs as necessary for the day-to- day operations of the Debtors' businesses;

(b) the fees and expenses incurred by the OCPs will be kept to a minimum; and

(c) the OCPs will not perform substantial services relating to bankruptcy matters without Court permission.

The Debtors propose to implement uniform procedures for theretention and compensation of OCPs:

(1) After an OCP submits an affidavit and a monthly invoice, the OCP will be allowed to offset the invoiced amount against any unapplied prepetition retainer, and if there are unsatisfied postpetition fees and expenses related to that invoice, the Debtors will be allowed to pay 100% of the postpetition fees and expenses incurred; provided that the fees do not exceed:

* GBP40,000 per month on average over the previous rolling three-month period to the extent that the OCP has historically been paid in pounds sterling, or

* $40,000 per month on average over the previous rolling three-month period to the extent that the OCP has historically been paid in U.S. dollars.

(2) If the fees incurred and invoiced exceed the monthly cap, the OCP must seek Court approval of the fees; provided that the OCP will be entitled to a net interim offset and payment of up to $40,000 or GBP40,000.

(3) Each OCP will file with the Court and serve on the Office of the United States Trustee, counsel to the Debtors, and counsel to the Official Committee, an Affidavit within 30 days of commencing postpetition services to the Debtors. The OCP Affidavit will include information like services to be rendered, the hourly rates to be charged by the OCP, and a disclosure of its disinterestedness.

(4) The Notice Parties have 10 days to object to the OCP Affidavit. Objections not resolved will be brought before the Court.

(5) Beginning with the fiscal quarter ending December 31, 2006, within 15 days following the end of each fiscal quarter in which the Debtors' Chapter 11 cases are pending, the Debtors will file with the Court and serve on the Notice Parties a statement containing:

-- the name of the OCP, -- the total amounts paid during the previous quarter, and -- a general description of the services rendered.

(6) The Debtors reserve the right to supplement the OCP List.

The Debtors note that while some of the OCPs may wish to continueto represent them on an ongoing basis, others may be unwilling todo so if they are forced to apply for payment of fees andexpenses through the formal application process. If theknowledge and expertise of any OCP with respect to the particularareas and matters for which it was responsible before thePetition Date are lost, the Debtors say they will undoubtedlyincur additional and unnecessary expenses as other professionalswithout that background and expertise will have to be retained toassist the Debtors with their business operations.

The Debtors believe the OCP Procedures will allow them to avoidany disruption in the professional services required in the day-to-day operation of their businesses.

As the OCPs will provide professional services in connection withthe Debtors' ongoing business operations, the Debtors do notbelieve the OCPs are "professionals," as that term is used inSection 327 of the Bankruptcy Code, whose retention must beapproved by the Court. Nevertheless, the Debtors seek theCourt's approval to avoid any subsequent controversy regardingtheir employment and compensation of the OCPs during the pendencyof their Chapter 11 cases.

About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda,the company has regional operating offices in London, Genoa, NewYork, Rio de Janeiro, Sydney, and Singapore. The company isowned almost entirely by United States shareholders and itsprimary listing is on the New York Stock Exchange (SCRA andSCRB) since 1974. On Oct. 3, the company's common shares andsenior notes were suspended from trading on the NYSE and NYSEArca after the company's failure to file its 2005 annual reporton Form 10-K and its quarterly reports on Form 10-Q during 2006with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transportoperates Britain's fastest railway, the Great North EasternRailway, linking England and Scotland. It also conducts ferryoperations, serving Finland and Estonia as well as a commuterservice between New York and New Jersey in the U.S.

SEA CONTAINERS: Wants to Set Up Interim Compensation Procedures---------------------------------------------------------------Sea Containers, Ltd. and its debtor-affiliates ask the U.S.Bankruptcy Court for the District of Delaware to establish uniformprocedures for:

(i) the allowance of interim compensation and reimbursement of expenses of professionals retained by court order; and

(ii) the reimbursement of expenses incurred by the members of the Official Committee of Unsecured Creditors.

The Debtors have filed or intend to file applications to employ:

(a) Sidley Austin LLP as general reorganization and bankruptcy counsel,

(b) Young Conaway Stargatt & Taylor, LLP, as Delaware counsel,

(c) PricewaterhouseCoopers LLP as financial advisor,

(d) Kirkland & Ellis LLP as special conflicts litigation counsel,

(e) Carter Ledyard & Milburn LLP as special counsel for U.S. corporate matters, and

(f) Richards Butler LLP as special counsel for foreign legal matters.

The Debtors expect to hire other estate professionals in theirChapter 11 cases. The Creditors' Committee will likely seek toretain its own professionals as well.

The Debtors want to streamline the professional compensationprocess and enable the Court and all parties-in-interest to moreeffectively monitor the fees incurred by the Professionals. Theprocedures will also reduce the financial burdens imposed on theProfessionals while awaiting final approval of their fees andexpenses.

Specifically, the Debtors propose that:

(1) No earlier than the 25th day of each month following the month for which compensation is sought, each Professional seeking interim allowance of its fees and expenses may file an application and serve a copy of that application to:

(a) the Office of the United States Trustee for the District of Delaware J. Caleb Boggs Federal Building, Rome 2207 844 N. King Street Wilmington, DE 19801 Attn: David Buchbinder, Esq.

Young Conaway Stargatt & Taylor, LLP The Brandywine Building 1000 West Street Wilmington, DE 19801 Attn: Robert S. Brady, Esq.

(d) counsel to the official committee

(2) Each Notice Party will have 20 days to object to a Monthly Fee Application. If there are no objections, the Debtors will be allowed to pay 80% of the Professional's fees and 100% of the expenses requested. If objections are filed, the Debtors will be allowed to pay 80% of the undisputed fees and 100% of the undisputed expenses. The first Monthly Fee Application will cover the period from the Petition Date through and including October 31, 2006.

(3) The parties are encouraged to resolve timely objections filed. If unsuccessful, the parties may seek a Court ruling on the Objection. The Professionals may seek payment of the difference, if any, between the Maximum Interim Payment and the Actual Interim Payment made, or forego payment of the Incremental Amount until the next quarter fee application request hearing or final fee application hearing, at which time the Court will consider and rule on the Objection, if requested by the parties.

(4) Beginning with the approximate three-month period from the Petition Date and ending on December 31, 2006, and at the end of each three-month period thereafter, each Professional must file with the Court and serve on the Notice Parties a notice requesting interim Court approval and allowance of compensation for services rendered and reimbursement of expenses sought in the Monthly Fee Applications filed during that period. Each Quarterly Fee Application Request will be filed and served by no later than 45 days after the end of the applicable Interim Fee Period. The first Interim Fee Application Deadline will be February 14, 2007.

(5) The Debtors will ask the Court to schedule a hearing on Quarterly Fee Application Requests at least once every six months or at other intervals as the Court deems appropriate.

(6) The pendency of an Objection will not disqualify a Professional from future payment.

(7) All fees and expenses paid to Professionals in accordance with the Compensation Procedures are subject to disgorgement until final allowance by the Court.

The Debtors further ask the Court to allow each Committee Memberto submit statements of expenses and supporting vouchers tocounsel to the applicable Committee, who will collect and submitthose requests for reimbursement in accordance with theCompensation Procedures as if that Committee Member were aProfessional.

About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda,the company has regional operating offices in London, Genoa, NewYork, Rio de Janeiro, Sydney, and Singapore. The company isowned almost entirely by United States shareholders and itsprimary listing is on the New York Stock Exchange (SCRA andSCRB) since 1974. On Oct. 3, the company's common shares andsenior notes were suspended from trading on the NYSE and NYSEArca after the company's failure to file its 2005 annual reporton Form 10-K and its quarterly reports on Form 10-Q during 2006with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transportoperates Britain's fastest railway, the Great North EasternRailway, linking England and Scotland. It also conducts ferryoperations, serving Finland and Estonia as well as a commuterservice between New York and New Jersey in the U.S.

The Company also disclosed that Abbott in their statement said,"Flutiform(TM), in-licensed from SkyePharma, is currently in late-stage development for adult and adolescent asthma and will providean expanded presence for Abbott in the $10 billion asthma market,in addition to Kos' currently marketed asthma product."

Following discussions with the FDA on the Phase II trial results,the Company further disclosed that the Phase III trial ofFlutiform(TM) started on schedule in February 2006 and it believesthat Flutiform(TM) should reach the U.S. market in 2009.

As reported in the Troubled Company Reporter on Aug. 1, 2006,PricewaterhouseCoopers LLP in London raised substantial doubtabout Skyepharma PLC's ability to continue as a going concernafter auditing the company's financial statements for the yearended Dec. 31, 2005. The auditing firm pointed to the uncertaintyas to when Skyepharma's certain strategic initiatives may beconcluded and their effect on the company's working capitalrequirements.

The mortgage loans consist of 100% of fixed-rate second lienmortgage loans, which are subordinate to senior lien mortgageloans on the respective properties. The mortgage loans wereprimarily originated or acquired by Long Beach MortgageCompany, Countrywide Home Loans, Inc, and New Century MortgageCorporation. The deal is 12 months seasoned with a remaining poolfactor of 54.5% as of the October 2006 distribution.

The mortgage loans consist of 100% of fixed-rate second lienmortgage loans, which are subordinate to senior lien mortgageloans on the respective properties. The mortgage loans wereprimarily originated or acquired by Aurora Loan Services LLC,Option One Mortgage Corporation, Fremont Investment & Loan andFirst NLC Financial Services, Inc. The deal is 13 months seasonedwith a remaining pool factor of 62.8% as of theOctober 2006 distribution.

TEC FOODS: Bank of New York Balks at Second Amended Combined Plan----------------------------------------------------------------- The Bank of New York, as servicing agent for Wells Fargo Bank N.A.and as indenture trustee, objects to the treatment of WellsFargo's all-assets first priority secured claim in TEC FoodsInc.'s second amended combined plan of reorganization anddisclosure statement.

BONY argues that the Debtor's Amended Combined Plan is notconfirmable because it allows for payment of creditors junior inpriority to Wells Fargo before Wells Fargo is paid in full.

Additionally, BONY argues that the Debtor's Amended Combined Plandoes not provide for adequate means of implementation as requiredby Section 1123(a)(5) of the Bankruptcy Code because it does notadequately explain the sale-leaseback transactions that it stateswill aid in the funding of the Plan.

BONY notes that Wells Fargo has a security interest in thecollateral that will be used in the sale-leaseback transactionsand the Plan does not provide, among other things, for replacementliens or payment of the full amount of Wells Fargo's Secured Claimin exchange for sale of Wells Fargo's collateral.

BONY further argues that the Debtor's Amended Combined Planimproperly includes in the release that the "Debtor, its officers,directors, shareholders [and] its affiliates" are released from"(i) any actions taken or not taken during the course of theBankruptcy Case; (ii) the Plan; (iii) the authorization for or theformulation, negotiation, confirmation, or consummation of thePlan; (iv) distributions, payments or transfers made under thePlan; or (v) acts performed pursuant to the Plan."

In the event the Debtor amends the Plan to include the NegotiatedLanguage, and the Debtor does not otherwise include additionallanguage in the Plan that would in any way change or renderinvalid the Negotiated Language, BONY says it would withdraw itsobjection to the Plan as amended.

BONY also submits that when the Debtor includes the NegotiatedLanguage in the Plan and BONY withdraws its Plan Objection, theseactions constitute cause under Rule 3018(a) of the Federal Rulesof Bankruptcy Procedure so that BONY's vote to reject the Planwould be changed to a vote to accept the Plan without furtheraction by BONY or the Debtor.

Moreover, if the Negotiated Language is not for any reasonincluded into an amended plan, BONY reserves its rights to amendor supplement its Objection and to file additional objections tothe Plan or a subsequently amended plan.

Treatment of Wells Fargo's Claims Under the Second Amended Combined Plan

The Debtor's Second Amended Combined Plan provides that the$5,092,784 secured claim of Wells Fargo will be paid in fullpursuant to the existing contractual and secured note termsthrough fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor'sstores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year2007. The balance owed to Wells Fargo after the payment will beapproximately $745,075. The secured note obligation will bere-amortized over 13 years from the effective date of the Plan at10.09% and paid in cash.

Specifically, the Plan proposes to pay Wells Fargo $8,592 permonth. The note obligations owed by the Debtor to Wells Fargowill continue to be secured by liens in all of the Debtor'sassets.

The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court forthe Eastern District of Michigan in Detroit has given preliminaryapproval on the Debtor's Amended Combined Plan reflectingresolution of outstanding allowed claims.

The Debtor's original combined reorganization plan and disclosurestatement, as published in the Troubled Company Reporter onOct. 9, 2006, was denied Court-approval because of some termsrequiring the Debtor's correction or clarification.

The Court noted, among others, that the Plan must:

1. state what the projected monthly payments will be to claims under Classes 1, 2, and 5 over the life of the Plan; and

2. describe any potential claims, including Chapter 5 causes of action, and their estimated value, and include those in the litigation analysis.

Gina M. Capua, Esq., and Sheryl L. Toby, Esq., at Dykema GossettPLLC represent the Bank of New York in this case.

About TEC Foods

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a TacoBell franchisee. The company filed for chapter 11 protection onNov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154). Paula A.Hall, Esq., at Butzel Long, P.C., represents the Debtor in itsrestructuring efforts. No Official Committee of UnsecuredCreditors has been appointed in this case. When the Debtor filedfor protection form its creditors, it estimated assets and debtsbetween $10 million and $50 million.

TEC FOODS: Can Use Wells Fargo Cash Collateral Until December 31---------------------------------------------------------------- TEC Foods Inc. obtained authority from the Honorable Thomas J.Tucker of the U.S. Bankruptcy Court for the Eastern District ofMichigan in Detroit to use cash collateral securing repayment ofits obligations to Wells Fargo Bank NA until Dec. 31, 2006.

Under the Debtor's second amended combined plan of reorganizationand disclosure statement, which was preliminarily approved by theCourt in October 2006, provides that Wells Fargo's claim will bepaid in full pursuant to the existing contractual and secured noteterms through fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor'sstores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year2007. The balance owed to Wells Fargo after the payment will beapproximately $745,075. The secured note obligation will bere-amortized over 13 years from the effective date of the Plan at10.09% and paid in cash.

Specifically, the Plan proposes to pay Wells Fargo $8,592 permonth. The note obligations owed by the Debtor to Wells Fargowill continue to be secured by liens in all of the Debtor'sassets.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a TacoBell franchisee. The company filed for chapter 11 protection onNov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154). Paula A.Hall, Esq., at Butzel Long, P.C., represents the Debtor in itsrestructuring efforts. No Official Committee of UnsecuredCreditors has been appointed in this case. When the Debtor filedfor protection form its creditors, it estimated assets and debtsbetween $10 million and $50 million.

UNITED CUTLERY: Committee Hires Woolf McClane as Local Counsel--------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Tennesseeallowed the Official Committee of Unsecured Creditors in UnitedCutlery Corp. and its debtor-affiliates' chapter 11 cases, toretain Gregory C. Logue, Esq., and the firm Woolf, McClane,Bright, Allen & Carpenter, PLLC, as its local counsel.

UNITED CUTLERY: Files Schedules of Assets and Liabilities---------------------------------------------------------United Cutlery Corp. and its debtor-affiliates delivered itsSchedules of Assets and Liabilities to the U.S. Bankruptcy Courtfor the Eastern District of Tennessee disclosing:

UNIVERSITY HEIGHTS: Foundation Wants Bankruptcy Case Dismissed--------------------------------------------------------------The Marty and Dorothy Silverman Foundation, the largest creditorin University Heights Association, Inc.'s Chapter 11 case, asksthe U.S. Bankruptcy Court for the Northern District of New York,to dismiss the Debtor's bankruptcy case, or in the alternative,appoint a chapter 11 Trustee.

As reported in the Troubled Company Reporter on March 24, 2006,the Foundation and the Debtor are parties in a litigation titled"Marty and Dorothy Silverman Foundation v. University HeightsAssociation, Inc.," (Case No. 05-603478) in the New York StateSupreme Court, New York County.

The Foundation says this is the Debtor's second bad faith filingin eight months. The Debtor filed its first chapter 11 petitionon Feb. 13, 2006, in an attempt to prevent entry of a judgmentagainst it in an action filed by the Foundation in New York CountySupreme Court. The Court dismissed the case on April 14, 2006.

On July 7, 2006, the Supreme Court rejected the Debtor's argumentsthat loans made by the Foundations were "gifts" and ruled that UHAmust pay the Foundation $24,862,568.75. On Oct. 11, 2006, theparties submitted an agreed proposed judgment against the Debtoreffectuating the New York Order. The very next day, before ajudgment had been entered, the Debtor filed a chapter 22 petition.

The case is a classic two-party dispute where the bankruptcystatute is being misused to frustrate the creditor's efforts tocollect on a debt, the Foundation asserts.

No Business to Reorganize

The Foundation also contends that the Debtor is a single assetentity that does not operate a business in any traditional sense.The Foundation says that the Debtor is a non-profit corporationwhose business consists of owning a piece of real estate inAlbany, New York, much of which in turn has been leased by UHA toinsider institutions at below market terms. The Foundation claimsthat these leases generate no free cash flow since the leaserevenues are paid in their entirety to the trustee for certainbonds that were issued to construct and renovate buildings for twoof the insider institutions -- the Albany Law School and AlbanyPharmacy College. The Foundation says the Debtor is, in essence,a conduit or shell through which the insider institutions, whoserepresentatives make up its board, lease property to themselves.

The Court will convene a hearing at 10:30 a.m., on Dec. 6, 2006,to consider the Foundation's request.

Headquartered in Albany, New York, University Heights AssociationInc. -- http://www.universityheights.org/-- is composed of four educational institutions that aim to enhance the economic vitalityand quality of life of its immediate community. The company filedfor chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. CaseNo. 06-10226). Judge Littlefield dismissed the Debtor's chapter11 case due to bad faith filing. On Oct. 12, 2006, the Debtorfiled a chapter 22 petition. Francis J. Smith, Esq., at McNamee,Lochner, Titus & Williams, PC, represents the Debtor in itsrestructuring efforts. When the Debtor filed for protection fromits creditors, it estimated assets and liabilities between $10million and $50 million.

USA COMMERCIAL: Auctioning Assets on December 7-----------------------------------------------The Hon. Linda B. Riegle of the U.S. Bankruptcy Court for theDistrict of Nevada has approved the bid procedures governing thesale of substantially all the assets of Debtor USA Capital FirstTrust Deed Fund, LLC, and certain assets of Debtor USA CommercialMortgage Company.

Pursuant to the bid procedures, an auction for the assets will beheld before Judge Riegle at 9:30 a.m., on Dec. 7, 2006, at the U.SBankruptcy Court in Nevada, Foley Federal Building, 300 Las VegasBoulevard South, Courtroom 1 in Las Vegas, Nevada.

Assets to be sold include the FTD Fund's ownership interest as adirect lender in 47 specifically identified loans, for a proposedpurchase price of $46.5 million and USACM's servicing rights in 80specifically identified loans, including rights to collectservicing fees and other fees for a proposed purchase price ofone-half of the first $1 million in servicing fees to be collectedby the Purchaser, as well as certain upside sharing and otherconsiderations.

The Debtors, in consultation with the Official Committeesappointed in their bankruptcy cases, will select the potentialbidders who will participate at the auction.

Parties interested in submitting an offer must submit theirpreliminary qualifications by mail, hand-delivery or facsimile,to:

Only those parties selected by the Debtors will be asked to submita "Qualified Bid" by no later than 4:00 p.m. Pacific Time, onNov. 30, 2006. Qualified bidders are required to make a goodfaith cash or cash equivalent deposit of at least $2,325,000.

SPCP Group LLC has submitted a $46.5 million stalking-horse bidfor the assets. In the event that SPCP is not selected as thesuccessful bidder at the auction, the Court allows the Debtors topay SPCP a break-up fee equal to $1.5 million. The Debtors alsoagree to reimburse SPCP up to $500,000 for expenses incurredrelated to the purchase.

A copy of the bid procedures for the sale of the Debtors' assetsis available for a fee at:

When the Debtors filed for protection from their creditors, theyestimated assets of more than $100 million and debts between$10 million and $50 million.

USG CORP: Prices $500 Million 6.30% Notes at 99.927% of Principal-----------------------------------------------------------------USG Corporation announced the pricing of a private offering of$500 million aggregate principal amount of its 6.30% Senior Notesdue Nov. 15, 2016. The notes will be the unsecured obligations ofUSG and will be sold to investors at a price of 99.927% of theprincipal amount, plus any accrued interest from Nov. 17, 2006.

The offering of the notes was expected to close on or aboutNov. 17, 2006.

The Company intends to use the net proceeds of the privateoffering for any or a combination of the following: to pay aportion of its $3.05 billion contingent payment note that wasissued to the Section 524(g) asbestos trust created under its planof reorganization, to replace a portion of the commitments orrepay a portion of amounts outstanding under the term loanfacility under its credit agreement entered into in August 2006,for working capital purposes and/or for general corporatepurposes.

The Company disclosed that the notes will be offered and sold onlyto qualified institutional buyers in accordance with Rule 144Aunder the Securities Act of 1933.

Headquartered in Chicago, Illinois, USG Corporation-- http://www.usg.com/-- through its subsidiaries, is a leading manufacturer and distributor of building materials producing awide range of products for use in new residential, newnonresidential and repair and remodel construction, as well asproducts used in certain industrial processes.

The ratings remain on CreditWatch with negative implications,where they were placed Oct. 24, 2006 to reflect the ongoinguncertainty regarding the company's inability to file its Form 10-Q for the third quarter and the consequences if the company is notable to resolve the situation in 60 days.

Sales growth of the company's core product portfolio has beentepid. Valeant is highly reliant on product acquisitions forgrowth. Compelling product acquisition opportunities, however,are few, and those that do exist are expensive for the company.Valeant also faces increasing R&D funding needs and, with themajor setback in the development of its lead product prospect, nonew product launches are expected soon from the company'sinternal pipeline.

The third-quarter 10-Q filing delay was attributed to Valeant'sneed to restate its financials, possibly as far back as 1997, dueto errors in accounting for stock option grants. This failure tofile on time constitutes a default of reporting requirements underthe company's convertible and high-yield note agreements, which,if not cured within 60 days, could result in an acceleration ofthe amounts outstanding under those notes. Standard & Poor's willmonitor the cost and ability of Valeant to cope with thissituation before resolving the CreditWatch listing.

Type of Business: Victory Memorial Hospital is a not-for profit, full service acute care voluntary hospital with approximately 241 beds and a skilled nursing unit with 150 beds. Victory Hospital provides a full range of medical services with a focus on community care and a program of community outreach to the Brooklyn community.

Victory Ambulance is a for-profit subsidiary of Victory Hospital and provides Victory Hospital with ambulance services.

Victory Pharmacy is a for-profit subsidiary of Victory Hospital without any employees or assets.

VISTEON CORP: Seeks Lenders' Approval for $100MM Additional Loan----------------------------------------------------------------Visteon Corporation is seeking lender approval for an additional$100 million to $200 million in secured term loans under itsexisting $800 million seven-year secured term loan that expires inJune 2013.

The Company says the action will further enhance its liquidity asit executes its three-year plan, and allows the company to takeadvantage of strong financial market conditions.

Under provisions of the seven-year secured term loan, Visteon canincrease the term loan by as much as $100 million and to raise anamount greater than $100 million, it will require lenders approvalunder the term loan and the $350 million U.S. asset-basedrevolving credit facility.

"Given the current strength of market conditions, we believe it isa prudent time to further enhance the liquidity of Visteon as weimplement our three-year plan," James F. Palmer, executive vicepresident and chief financial officer, said.

J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc.will act as lead arrangers for the transaction; JPMorgan ChaseBank, N.A. is the administrative agent. The Company expects tocomplete the transaction in 2006, which is subject to finaldocumentation and other conditions.

Headquartered in Van Buren Township, Michigan, Visteon Corporation(NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovativeclimate, interior, electronic and lighting products for vehiclemanufacturers, and also provides a range of products and servicesto aftermarket customers. With corporate offices in the Michigan(U.S.); Shanghai, China; and Kerpen, Germany; the company has morethan 170 facilities in 24 countries and employs approximately50,000 people.

At Sept. 30, 2006 the Company's balance sheet showed total assetsof $6.721 billion and total liabilities of $6.823 billionresultingin a total shareholders' deficit of $102 miilion. Totalshareholders' deficit at Dec. 31, 2005 stood at $48 million.

For the three months ended Sept. 30, 2006, the Company reported a$3.591 million net loss, compared with a $2.647 million net lossin the comparable period in 2005.

Revenues for the three and nine months ended Sept. 30, 2006, were$962,000 and $1.658 million, respectively, primarily reflectingthe initial product revenues from the Company's directdistribution of the Ojo product subsequent to the termination ofits exclusive distribution agreement with its former distributoron Feb. 17, 2006. These revenues represent deliveries ofvideophones and related service fees.

Revenues during the three and nine months ended Sept. 30, 2005,were $2.290 million and $3.866 million, respectively, and reflectproduct inventory build up by the Company's former distributor.

The reduction in revenue during 2006 with respect to comparableperiods in 2005, primarily reflects the delay in the Company'ssales activities as a result of transitioning the reseller networkof our former distributor and adding incremental directdistribution.

During the quarters ended June 30, 2006, and Sept. 30, 2006, theCompany shipped several thousand units to customers with a rightof return should the units not be sold through to their customer.

Revenue for these units were deferred as of Sept. 30, 2006, inaccordance with FAS 48 "Revenue Recognition when a Right of ReturnExists." The Company, however, do expect to begin recording theseshipments as revenue as and when these units are sold by itscustomers.

The cost of revenues, consisting of product and delivery costsrelating to the initial deliveries of videophones, was $894,000and $2.076 million, respectively, for the three and nine monthsended Sept. 30, 2006.

Costs of revenues during the three and nine months ended Sept. 30,2005, were $2.450 million and $3.840 million, respectively.

In addition, reduced inventory valuation, freight charges, productrework expenses, reserves for warranty and other costs related tothe product further increased the cost of revenues by $184,000 and$235,000, respectively, for the three and nine months endedSept. 30, 2006.

Balance Sheet

At Sept. 30, 2006, the Company's balance sheet showed $12.976million in total assets, $8.838 million in total liabilities,$130,000 in redeemable preferred stock, and $4.008 million intotal stockholders' equity.

Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,Marcum & Kliegman LLP expressed substantial doubt about WorldGateCommunications, Inc.'s ability to continue as a going concern.The accounting firm pointed to the Company's recurring losses fromoperations and accumulated deficit of $229 million after auditingits financial statements for the year ended Dec. 31, 2005.

Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated with a TCR editor holds some position in the issuers'public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements toconferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11cases involving less than $1,000,000 in assets and liabilitiesdelivered to nation's bankruptcy courts. The list includes linksto freely downloadable images of these small-dollar petitions inAcrobat PDF format.

Each Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday editionof the TCR.

For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof Delaware, contact Ken Troubh at Nationwide Research &Consulting at 207/791-2852.

This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firmfor the term of the initial subscription or balance thereof are$25 each. For subscription information, contact Christopher Beardat 240/629-3300.